Subject to Completion Preliminary Offering Memorandum dated November 1, 2021

OFFERING MEMORANDUM CONFIDENTIAL $1,500,000,000

Asbury Automotive Group, Inc. $ % Senior Notes due 2029 $ % Senior Notes due 2032

The Company: • Asbury Automotive Group, Inc. (the “Company”), headquartered in Duluth, Georgia, is one of the largest U.S.-based franchised automotive retailers, operating 112 new vehicle franchises (91 dealership

locations) representing 31 brands of automobiles and 25 collision repair centers and one auto auction in 15 metropolitan markets within nine states as of September 30, 2021. The Offering: • Use of Proceeds: We are offering $1,500,000,000 aggregate principal amount of Notes (as defined herein), consisting of $ aggregate principal amount of % Senior Notes due 2029 (the “2029

Notes”) and $ aggregate principal amount of % Senior Notes due 2032 (the “2032 Notes”). We intend to use the proceeds from the offering of the Notes, together with the proceeds from our concurrent offering of common stock, additional borrowings and cash on hand (a) to fund if consummated, the acquisition of all of the equity interests of, and the real property (the “LHM Real Estate Business”) related to (collectively, the “Transactions”), the businesses of the Larry H. Miller Dealerships (the “LHM Dealership Business”) and Total Care Auto, Powered by Landcar (the “TCA Insurance Business” and together with the LHM Dealership Business and the LHM Real Estate Business, the “LHM Business”) pursuant to (i) the Purchase Agreement (the “Equity Purchase Agreement”) among us and certain members of the Larry H. Miller Dealership family of entities (the “Dealership Entities”) dated September 28, 2021; (ii) the Real Estate Purchase and Sale Agreement (the “Real Estate Purchase Agreement”) between us and the Miller Family Real Estate, L.L.C. (together with its subsidiaries as set forth in the Real Estate Purchase Agreement, the “Real Estate Entities”) dated September 28, 2021; (iii) the Purchase Agreement (the “Insurance Purchase Agreement”) among us and certain equity owners (the “TCA Entities”) of the Total Care Auto, Powered by Landcar (“TCA”) insurance business affiliated with the Dealership Entities, dated September 28, 2021; and (iv) the related agreements and transactions (collectively, the “LHM Acquisition”) and to pay fees and expenses related to the foregoing and (b) to use the balance of the proceeds, if any, for general corporate purposes, including other dealership acquisitions or capital investments. The 2029 Notes and the 2032 Notes are collectively referred to as the “Notes” and are each referred to as a “series” of Notes. See “Summary—The Transactions” and “Use of Proceeds.”

• Special Mandatory Redemption: If either (i) the Company notifies the trustee that it is no longer pursuing the LHM Acquisition or (ii) a closing substantially as contemplated under the Acquisition Agreements with respect to the LHM Acquisition does not occur on or before July 7, 2022 (the earlier to occur of such dates, the “No Closing End Date”), then we will be required to redeem the Notes of both series in full at 100% of the issue price of such Notes, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if there is a closing with respect to the LHM Acquisition of less than all of the assets intended to be acquired pursuant to the Acquisition Agreements on or prior to July 7, 2022 and either (i) the entire amount of assets intended to be acquired pursuant to the Acquisition Agreements are not so acquired by July 7, 2022 or (ii) the Company notifies the trustee that it is no longer pursuing any further closing pursuant to the Acquisition Agreements (the earlier to occur of such dates, together with the No Closing End Date, the “End Date”), then the Company will be required to redeem an aggregate principal amount of Notes (on a pro rata basis between the two series), at 100% of the issue price of such Notes, plus accrued and unpaid interest to, but excluding the redemption date, in a principal amount equal to the net proceeds of the Notes not used to consummate the LHM Acquisition (as reasonably determined by the Company in good faith); provided that, the Company may, at its option, elect not to redeem up to $250.0 million aggregate principal amount of Notes otherwise subject to such redemption provision. Each of the foregoing redemption events are referred to as a “Special Mandatory Redemption.” The Special Mandatory Redemption will be required to occur by a date no later than 10 days after the applicable End Date (the “Special Mandatory Redemption Date”).

The Senior Notes: • Maturity: The 2029 Notes will mature on , 2029, and the 2032 Notes will mature on , 2032. • Interest Payments: We will pay interest on the 2029 Notes semi-annually in cash in arrears on and of each year, commencing on , 2022. Interest will accrue on the 2029 Notes

from and including , 2022. We will pay interest on the 2032 Notes semi-annually in cash in arrears on and of each year, commencing on , 2022. Interest will accrue on the 2032 Notes from and including , 2022.

• Guarantees: The Notes of each series will be guaranteed, jointly and severally, on a senior unsecured basis, by each existing and future restricted subsidiary of the Company that guarantees the Credit Agreement (as defined herein and including subsidiaries created or acquired pursuant to the LHM Acquisition), with certain exceptions (the “Guarantors”).

• Ranking: The Notes of each series and the guarantees will be general unsecured senior obligations of the Company and the Guarantors ranking equally with each other and with all of the Company’s and the Guarantors’ existing and future senior indebtedness and will be senior to all of the Company’s and the Guarantors’ existing and future subordinated indebtedness. The Notes of each series and the guarantees will be subordinate in right of payment to all of Company’s and Guarantor’s secured indebtedness to the extent of the value of collateral securing such indebtedness and structurally subordinated to the existing and future liabilities of any our subsidiaries that do not guarantee the Notes of each series, to the extent of the value of the assets of those subsidiaries.

• Optional Redemption: The 2029 Notes are redeemable on or after , 2024 at the redemption prices specified under “Description of the Notes—Optional Redemption” plus accrued and unpaid interest. Before March 1, 2024, we may redeem some or all of the 2029 Notes, subject to payment of a make-whole premium plus accrued and unpaid interest. In addition, we may redeem up to 40% of the 2029 Notes before , 2024 at a redemption price of % of their principal amount plus accrued and unpaid interest, with the net cash proceeds from certain equity offerings. The 2032 Notes are redeemable on or after , 2026 at the redemption prices specified under “Description of the Notes—Optional Redemption” plus accrued and unpaid interest. Before , 2026, we may redeem some or all of the 2032 Notes, subject to payment of a make-whole premium plus accrued and unpaid interest. In addition, we may redeem up to 40% of the 2032 Notes before , 2026 at a redemption price of % of their principal amount plus accrued and unpaid interest, with the net cash proceeds from certain equity offerings.

• Change of Control and Asset Sales: Upon the occurrence of certain kinds of changes of control, we will be required to make an offer to purchase the Notes of each series at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If we sell certain assets, we will be required under certain circumstances to make an offer to purchase a portion of the Notes of each series at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date.

• Form: Each series of Notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the Notes of either series involves risks that are described in the “Risk Factors” section beginning on page 23 of this offering memorandum.

Offering Price of the 2029 Notes: % plus accrued and unpaid interest, if any, from , 2022 Offering Price of the 2032 Notes: % plus accrued and unpaid interest, if any, from , 2022

The offer and sale of the Notes of each series have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any

state or any other jurisdiction. Unless they are registered, the Notes of each series may be offered or sold only in transactions that are exempt from registration under the Securities Act or the securities laws of any state or any other jurisdiction. Accordingly, we are offering the Notes of each series in the United States only to persons reasonably believed to be qualified institutional buyers in compliance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions, see “Notice to Investors.”

None of the Securities and Exchange Commission (“SEC”), any state securities commission or any other regulatory authority has approved or disapproved of the Notes of each series or determined if this offering memorandum or any information included herein is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes of each series will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about , 2021.

Joint Book-Running Managers

BofA Securities J.P. Morgan Wells Fargo Securities Co-Managers

US Bancorp Comerica Securities Santander

The date of this offering memorandum is , 2021.

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You should base your decision on whether to invest in any Notes after considering all of the information contained in this offering memorandum. In making your investment decision, we have not, and the initial purchasers have not, authorized any other person to provide you with different or additional information. If anyone else provides you with different or additional information, you should not rely on it. We are not, and the initial purchasers are not, making an offer to sell any series of Notes (1) in any jurisdiction where the offer or sale is not permitted, (2) where the person making the offer is not qualified to do so or (3) to any person who cannot legally be offered any series of Notes. You should assume that the information appearing in this offering memorandum is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

Page Summary ..................................................................................................................................................................................... 1

The Offering ................................................................................................................................................................................ 12

Risk Factors ................................................................................................................................................................................. 23

Use of Proceeds ........................................................................................................................................................................... 43

Capitalization ............................................................................................................................................................................... 44

Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company ............................................... 46

Description of Other Indebtedness ............................................................................................................................................... 64

Description of the Notes .............................................................................................................................................................. 70

Material United States Federal Income Tax Consequences ........................................................................................................ 116

Notice to Investors ....................................................................................................................................................................... 121

Plan of Distribution ...................................................................................................................................................................... 124

Legal Matters ............................................................................................................................................................................... 130

Independent Registered Public Accounting Firm ....................................................................................................................... 130

Independent Auditors ................................................................................................................................................................... 130 Incorporation by Reference .......................................................................................................................................................... 130

Where You Can Find More Information About Us .................................................................................................................... 131

Except as otherwise indicated or as the context otherwise requires, all references in this offering memorandum to “Asbury,” the “Company,” “we,” “us” or “our” refer to Asbury Automotive Group, Inc. and its subsidiaries, as of September 30, 2021, prior to the LHM Acquisition. All references in this offering memorandum to the “Combined Company” refer to Asbury Automotive Group, Inc. and its subsidiaries, after giving effect to the LHM Acquisition.

This offering memorandum has been prepared by us solely for use in connection with the proposed offering of each series of Notes. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire any series of Notes. Distribution of this offering memorandum to any person other than the offeree and any person retained to advise such offeree with respect to its purchase is unauthorized, and any disclosure of its contents, without our prior written consent, is prohibited. Each prospective investor, by accepting delivery of this offering memorandum, agrees to the foregoing and agrees to make no photocopies of this offering memorandum.

The initial purchasers make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this offering memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation as to the past or future. We have furnished the information contained in this offering memorandum. The initial purchasers have not acted on your behalf to independently verify all of the information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of any such information.

We are relying on an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) for offers and sales of securities that do not involve a public offering. Each series of Notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any state securities laws.

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This offering memorandum is not an offer to sell, or the solicitation of an offer to buy, any security in the Common Stock Offering (as defined herein).

By purchasing Notes of any series, you will be deemed to have made acknowledgements, representations, warranties and agreements as set forth under the heading “Notice to Investors” in this offering memorandum. We are making no representation to any purchaser of any series of Notes regarding the legality of an investment in any series of Notes by such purchaser under any legal investment of similar laws or regulations. You should understand that you will be required to bear the financial risks of your investment for an indefinite period of time.

In making an investment decision, you must rely on your own examination of us and the terms of the offering, including the merits and risks involved. You should not consider any information included in this offering memorandum to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business or tax advice regarding an investment in any series of Notes.

You should contact the initial purchasers with any questions about this offering or if you require additional information to verify the information included in this offering memorandum. We make no representation or warranty, express or implied, as to the accuracy or completeness of the information obtained from third party sources set forth herein, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation, whether as to past or future performance.

This offering memorandum and the documents included herein contain summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All of those summaries are qualified in their entirety by this reference. Copies of documents included herein will be made available to prospective investors upon request.

No automobile manufacturer or distributor has been involved, directly or indirectly, in the preparation of this offering memorandum or in the offering of any series of Notes. No automobile manufacturer or distributor has been authorized to make any statements or representations in connection with the offering, and no automobile manufacturer or distributor has any responsibility for the accuracy or completeness of this offering memorandum or for any offering hereunder.

This offer may be withdrawn at any time prior to the closing of the offering, and the offering is subject to the terms of this offering memorandum. We and the initial purchasers also reserve the right to reject any offer to purchase Notes in whole or in part for any reason and to allot to any prospective investor less than the full amount of Notes sought by such investor.

In connection with this offering, the initial purchasers have advised us that they may effect transactions that stabilize or maintain the market price of the Notes at a higher level than the Notes might otherwise achieve in the open market. They have further advised us that such stabilization, if commenced, may be discontinued at any time. For a description of these activities, see “Plan of Distribution.”

This offering memorandum contains summaries of certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to prospective investors upon request to us. See “Where You Can Find More Information.”

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Laws in certain jurisdictions may restrict the distribution of this offering memorandum and the offer and sale of the Notes. Each prospective purchaser of the Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the initial purchasers shall have any responsibility therefor. Persons into whose possession this offering memorandum or any of the Notes are delivered must inform themselves about, and observe, applicable laws and regulations and the restrictions they impose.

SPECIAL NOTE REGARDING NON-GAAP FINANCIAL MEASURES

The body of generally accepted accounting principles in the United States is commonly referred to as “GAAP.” A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial performance, financial position or cash flows but excludes or includes amounts that could not be so adjusted in the most comparable GAAP measure. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA Margin and Pro Forma Adjusted EBITDAR, each as presented in this offering memorandum, are supplemental measures of performance that are not required by, or presented in accordance with, GAAP. They are not measures of financial performance or position under GAAP and should not be considered an alternative to net income, cash flow or any other performance or financial position measures derived in accordance with GAAP. These measures may be defined differently than the terms set forth in our existing debt instruments, including our 2019 Senior Credit Facility, the indentures governing our Existing Notes (as defined herein) or any of our outstanding mortgage facilities and include the TCA Non-Guarantor Subsidiaries (as defined herein), which will not be guarantors of the Notes offered hereby.

EBITDA for the Company consists of net income plus income tax expense, depreciation and amortization and swap and non-floor plan interest expense. Adjusted EBITDA for the Company and the LHM Business consists of EBITDA as adjusted for any (gain) loss on non-recurring or non-core items from time to time such as franchise rights impairment, real estate related charges, legal settlements, fixed assets write-offs, dealership and real estate divestitures, professional fees associated with acquisitions, stock-based compensation expenses, and Park Place related costs and loss on extinguishment of debt, among others. Pro Forma Adjusted EBITDA for the Combined Company is defined as our Adjusted EBITDA combined with the LHM Business’s Adjusted EBITDA, presented on a pro forma basis to give effect to the Transactions, as further adjusted to reflect certain run-rate synergies and operational improvements expected to result from the LHM Acquisition, the forecasted full year EBITDA of eleven dealership acquisitions that have closed, are expected to close or are under contract to close, and the elimination of EBITDA for two recently closed dealership dispositions and for six anticipated dealership dispositions. Pro Forma Adjusted EBITDAR for the Combined Company is defined as Pro Forma Adjusted EBITDA for the Combined Company plus third party rent expense.

The presentation of these financial measures are not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. A quantitative reconciliation of the Company’s and the LHM Business’s non-GAAP financial measures to their respective most directly comparable GAAP measures is provided in “Summary—Summary Historical Consolidated Financial Information of Asbury and Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company” and “Summary—Summary Historical Combined Financial Information of the LHM Business,” respectively.

Management of the Company uses these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Management of the Company believes these non-GAAP financial measures provide meaningful supplemental information regarding the performance and liquidity of the Company and the LHM Business by excluding certain items that may not be indicative of recurring business results including significant non-cash expenses. We believe management and investors benefit from referring to these non-GAAP financial measures in assessing the performance of the Company and the LHM Business when planning, forecasting and analyzing future periods. These non-GAAP financial measures also facilitate management’s internal comparisons to historical performance and liquidity as well as comparisons to competitors’ operating results.

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MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data included in this offering memorandum from our own internal estimates and research as well as from industry publications and research, surveys and studies conducted by third parties, including Auto Care Factbook 2021 (“Factbook 2021”), Automotive News, Edmunds.com Inc. 2021 Used Vehicle Outlook (“Edmunds.com 2021 Used Vehicle Outlook”), IHS Markit Ltd. (“IHS Markit”), MotorIntelligence, National Automotive Dealership Association Data 2021 (“NADA DATA 2021”) and Urban Science Applications, Inc. (“Urban Science”). Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications, studies and surveys is reliable, we have not independently verified industry, market and competitive position data from third-party sources. While we believe our internal business research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source. Accordingly, investors should not place undue weight on the industry and market share data presented in this offering memorandum.

TRADEMARKS, SERVICE MARKS AND COPYRIGHTS

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business, including Asbury and the Asbury logo. In addition, we have trademark and service mark rights to our names, logos and website names and addresses. Other trademarks, service marks and trade names appearing in this offering memorandum, to our knowledge, are the property of their respective owners. We also own or have the rights to copyrights that protect the content of our products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this offering memorandum are listed without the ©, ® and TM symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain of the discussions and information included in this offering memorandum may constitute “forward-looking statements” within the meaning of the United States federal securities laws. Forward-looking statements are statements that are not historical in nature and may include statements relating to our goals, plans and projections regarding industry and general economic trends, our expected financial position, the expected terms or timeline of the currently contemplated LHM Acquisition, the anticipated cost savings, run-rate synergies, revenue enhancement strategies, operational improvements and other benefits from the LHM Acquisition, results of operations or market position and our business strategy. Such statements can generally be identified by words such as “may,” “target,” “could,” “would,” “will,” “should,” “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee” and other similar words or phrases. Forward-looking statements may also relate to our expectations and assumptions with respect to, among other things:

• the expected financial and operational performance of the LHM Business (as well as any other recent, pending or future acquisitions, including those described herein);

• our estimated future capital expenditures, including with respect to the operations of the LHM Business following the consummation of the LHM Acquisition (as well as any other recent, pending or future acquisitions, including those described herein);

• sales fluctuations to and changes in our relationships with key customers, including the customers of the LHM Business following the consummation of the LHM Acquisition (as well as any other recent, pending or future acquisitions, including those described herein);

• the seasonally adjusted annual rate of new vehicle sales in the United States;

• general economic conditions and its expected impact on our revenue and expenses;

• our expected parts and service revenue due to, among other things, improvements in vehicle technology;

• our ability to limit our exposure to regional economic downturns due to our geographic diversity and brand mix;

• manufacturers’ continued use of incentive programs to drive demand for their product offerings;

• our capital allocation strategy, including as it relates to acquisitions and divestitures, stock repurchases, dividends and capital expenditures;

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• our revenue growth strategy;

• the growth of the brands that comprise our portfolio over the long-term;

• disruptions in the production and supply of vehicles and parts from our vehicle and parts manufacturers and other suppliers due to any ongoing impact of the global semiconductor shortage, which can disrupt our operations;

• disruptions in our operations, the operations of our vehicle and parts manufacturers and other suppliers, vendors and business partners, and the global economy in general due to the global novel coronavirus (“COVID-19”) pandemic, including due to any new strains of the virus and the efficacy and rate of vaccinations; and

• our estimated future capital expenditures, which can be impacted by increasing prices and labor shortages.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual future results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, but are not limited to:

• the occurrence of any event, change or other circumstance that could give rise to the termination of the LHM Acquisition (as well as any other pending or future acquisitions, including those described herein), including the risk that the necessary manufacturer and regulatory approvals, respectively, may not be obtained;

• the ability to consummate the LHM Acquisition, in whole or in part, on the terms or timeline currently contemplated or at all, successfully integrate the operations of the LHM Business into our existing operations and the diversion of management’s attention from ongoing business and regular business responsibilities to effect such integration;

• the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to, the LHM Acquisition (as well as any other recent, pending or future acquisitions, including those described herein);

• disruption from the LHM Acquisition (as well as any other recent, pending or future acquisitions, including those described herein), making it more difficult to maintain relationships with applicable customers or suppliers, including those of the LHM Business;

• the degree to which disruptions in our operations, the operations of our vehicle and parts manufacturers and other suppliers, vendors and business partners, and the global economy in general due to any ongoing effects of the COVID-19 pandemic may adversely impact our business, results of operations, financial condition and cash flows;

• the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to our acquisitions or divestitures;

• changes in general economic and business conditions, including changes in employment levels, consumer confidence levels, consumer demand and preferences, the availability and cost of credit, fuel prices, levels of discretionary personal income and interest rates;

• our ability to generate sufficient cash flows, maintain our liquidity and obtain any necessary additional funds for working capital, capital expenditures, acquisitions, stock repurchases, debt maturity payments and other corporate purposes, if necessary or desirable;

• significant disruptions in the production and delivery of vehicles and parts for any reason, including the COVID-19 pandemic, supply shortages (including semiconductor chips), natural disasters, severe weather, civil unrest, product recalls, work stoppages or other occurrences that are outside of our control;

• our ability to execute our automotive retailing and service business strategy while operating under restrictions and best practices imposed or encouraged by governmental and other regulatory authorities;

• our ability to successfully attract and retain skilled employees;

• our ability to successfully operate the TCA Insurance Business, including our ability to obtain and maintain all necessary regulatory approvals;

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• adverse conditions affecting the vehicle manufacturers whose brands we sell, and their ability to design, manufacture, deliver and market their vehicles successfully;

• changes in the mix, and total number, of vehicles we are able to sell;

• our outstanding indebtedness and our continued ability to comply with applicable covenants in our various financing and lease agreements, or to obtain waivers of these covenants as necessary;

• high levels of competition in our industry, which may create pricing and margin pressures on our products and services;

• our relationships with manufacturers of the vehicles we sell and our ability to renew, and enter into new framework and dealer agreements with vehicle manufacturers whose brands we sell, on terms acceptable to us;

• the availability of manufacturer incentive programs and our ability to earn these incentives;

• failure of our, or those of our third-party service providers, management information systems;

• any data security breaches occurring, including with regard to personally identifiable information (“PII”);

• changes in laws and regulations governing the operation of automobile franchises, including trade restrictions, consumer protections, accounting standards, taxation requirements and environmental laws;

• changes in, or the imposition of, new tariffs or trade restrictions on imported vehicles or parts;

• adverse results from litigation or other similar proceedings involving us;

• our ability to consummate planned mergers, acquisitions and dispositions;

• any disruptions in the financial markets, which may impact our ability to access capital;

• our relationships with, and the financial stability of, our lenders and lessors;

• our ability to execute our initiatives and other strategies;

• our ability to leverage gains from our dealership portfolio; and

• in addition to the LHM Acquisition, other recent and pending acquisitions described herein, and the recent acquisition of the Park Place dealership, our ability to successfully integrate businesses we may acquire or that any business we acquire may not perform as we expected at the time we acquired it.

Many of these factors are beyond our ability to control or predict, and their ultimate impact could be material. Forward-looking statements also include, but are not limited to, those described in “Risk Factors” in this offering memorandum. Forward-looking statements contained herein are made only as of the date they are made, and we assume no obligation to update any forward-looking statements.

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SUMMARY

This summary highlights selected information included in this offering memorandum or, in the case of certain financial statements, incorporated by reference herein. The following summary does not contain all of the information that you should consider before deciding whether to invest in any series of Notes and is qualified in its entirety by the more detailed information appearing elsewhere in the offering memorandum. You should carefully read the entire offering memorandum, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of the Financial Condition and Results of Operations of the Company” and “Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company” before investing in any series of Notes. All references to the “LHM Acquisition” refer to the acquisitions of all of the equity interests, and the real property related to (the “LHM Real Estate Business”), the businesses of the Larry H. Miller Dealerships (the “LHM Dealership Business”) and Total Care Auto, Powered by Landcar (“TCA Insurance Business” and together with the LHM Real Estate Business and the LHM Dealership Business the “LHM Business”) pursuant to that certain Equity Purchase Agreement, dated September 28, 2021 (the “Equity Purchase Agreement”), among the Company, the LHM Business, and the other parties thereto (collectively, the “Sellers”) and to related agreements and transactions, including without limitation, the Real Estate Purchase Agreement and the Insurance Purchase Agreement. Additionally, except as otherwise indicated or as the context otherwise requires, all references in this offering memorandum to (i) “Asbury,” the “Company,” “we,” “us” or “our” refer to Asbury Automotive Group, Inc. and its subsidiaries, as of September 30, 2021, prior to the LHM Acquisition and (ii) the “Combined Company” refer to Asbury Automotive Group, Inc. and its subsidiaries, after giving effect to the LHM Acquisition.

Overview

Asbury Automotive Group, Inc. is a Fortune 500 company and the 6th largest franchised automotive retailer in the United States. Our mission and vision is to put guest experience as our “North Star” and be the most guest-centric automotive retailer in the industry. We follow three key principles to guide us: (1) foster a fun and supportive culture where team members thrive personally, while building meaningful bonds with one another; (2) be great ambassadors and exceptional stewards of capital for our partners who fuel our mission; and (3) be caring professionals who strive to delight our guests and foster love for the brand. Our strong organizational culture and purposeful mission allows us to continuously deliver best-in-class experiences to our guests. As of September 30, 2021, we owned and operated 112 new vehicle franchises (91 dealership locations) representing 31 brands of automobiles and 25 collision repair centers and one auto auction in 15 metropolitan markets within nine states.

We offer an extensive range of automotive products and services fulfilling the entire vehicle ownership lifecycle including new and used vehicles, parts and service, which includes vehicle repair and maintenance services, replacement parts and collision repair services (collectively referred to as “parts and services” or “P&S”), and finance and insurance (“F&I”) products, including arranging vehicle financing through third parties and aftermarket products, such as extended service contracts, guaranteed asset protection (“GAP”) debt cancellation and prepaid maintenance. We strive for a diversified mix of products, services, brands and geographic locations which allows us to reduce our reliance on any one manufacturer, minimize the impact from changes in customer preference and maintain profitability across fluctuations in new vehicle sales. Our diverse revenue base, along with our commitment to operational excellence across our dealership portfolio, provides a resilient business model and strong profit margins.

Our omni-channel platform is designed to engage with customers where and when they want to interact and to increase our market share through digital innovation. We are focused on providing a high level of customer service and have designed our dealerships’ services to meet the increasingly sophisticated needs of customers throughout the vehicle ownership lifecycle. Our digital capabilities further enhance our physical dealership network and drive additional revenue. Our ability to provide a low friction experience across our omni-channel platform drives customer satisfaction and repeat business across our dealership portfolio.

In December 2020, we introduced Clicklane, the automotive retail industry’s first, end-to-end, 100% online vehicle retail tool. This differentiated platform offers our customers an easy, seamless and transparent approach to completing the purchase or sale of vehicles completely online inclusive of all documentation, loan origination and everything in between. We believe the Clicklane tool will further enhance our physical dealership network and creates a sustainable competitive advantage as the vehicle buying process evolves in a digital environment.

For the twelve months ended September 30, 2021 (the “LTM Period”), we generated revenue of $9.4 billion and Adjusted EBITDA of $736.0 million, respectively.

The Larry H. Miller Dealerships and Total Care Auto, Powered by Landcar Acquisition

Larry H. Miller Dealerships, headquartered in Sandy, Utah, began with a purchase of a single Utah dealership in 1979 and has grown to be the 8th largest franchised automotive retailer in the United States with an attractive portfolio of high-volume, award-

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winning dealerships and high-quality real estate. The LHM Dealership Business sells new and used vehicles, vehicle maintenance and repair services, vehicle parts, extended service contracts, vehicle protection products and aftermarket products. The LHM Business employs approximately 5,500 team members and operates across seven western U.S. states including Arizona, California, Colorado, Idaho, New Mexico, Utah, and Washington. The assets acquired from the LHM Business consist of:

• Fifty-four new vehicle dealerships (24 import, 26 domestic and 4 luxury):

o 18 Chrysler Jeep Dodge Ram,

o 10 Toyota,

o 5 Ford,

o 3 General Motors,

o 3 Hyundai,

o 3 Honda,

o 3 Lexus,

o 4 Nissan,

o 3 Volkswagen,

o 1 Subaru, and

o 1 Mercedes;

• Seven used vehicle dealerships; and

• Eleven collision centers

As a result of negotiations with original equipment manufacturers (“OEMs”) in connection with the LHM Acquisition, we expect that we will be required to dispose of six dealership franchises, with aggregate revenue for the LTM Period of $645.0 million and total assets as of September 30, 2021 of $94.4 million, by the end of the first quarter of 2022.

The TCA Insurance Business offers extended vehicle service contracts, prepaid maintenance contracts, vehicle theft assistance contracts, key replacement contracts, guaranteed asset protection contracts, paintless dent repair contracts, appearance protection contracts, tire and wheel, DrivePur, and lease wear and tear contracts. In addition, the TCA Insurance Business provides the required contractual liability insurance if needed. The majority of these service contracts are sold through affiliated automobile dealerships.

Combination Rationale

We believe that the LHM Acquisition creates a substantially larger and more diversified enterprise with enhanced profitability, growth opportunities and a large base of stable, recurring revenue from the high margin parts and service business. The LHM Acquisition expands our geographic footprint into what we believe are highly strategic markets with favorable growth prospects and attractive demographic profiles. Four of the seven states, Utah, Idaho, Arizona and Colorado, in which the LHM Dealership Business operates 42 out of their 54 dealerships, experienced greater population growth from 2010 to 2020 than the U.S. national average according to the U.S. Census Bureau.

For the last twelve months ended September 30, 2021, we expect the LHM Acquisition to add $473.4 million of Adjusted EBITDA, when including $65.0 million of cost savings anticipated immediately upon closing of the LHM Acquisition. We also expect to realize an additional $75.0 million of annualized run-rate operating synergies over the medium term following the closing of the LHM Acquisition, primarily from the integration of the TCA Insurance Business’s services across our dealership portfolio.

We believe that the dealership brand mix of the LHM Dealership Business, which is primarily import and domestic, is highly aligned to customer brand preferences within the markets that the LHM Dealership Business serves. The LHM Acquisition enhances the reach of our omni-channel platform, further diversifies our brand mix and adds a highly profitable F&I business to our portfolio, which has not previously been a material part of our business operations. We believe our pro forma dealership portfolio is aligned to the customer brand preferences across the markets in which we operate.

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Pro Forma Asbury, LHM and Other Acquisitions Geographic Presence(1)

(1) Excludes used dealerships and collision centers; does not account for anticipated dispositions. (2) Includes acquisitions of Stevinson, AH and KC.

Asbury’s Diverse Pro Forma Brand Mix Aligns to Customer Preferences across All of its Markets (Based on LTM September 30, 2021 New Vehicle Revenue)(1)

Note: Pro forma for LHM, Stevinson, KC, AH, Greeley acquisitions and planned divestitures.

(1) Stevinson, KC, AH, Greeley acquisitions based on FY 2020. (2) Other import includes Fiat, Isuzu, Mini, Sprinter, Subaru and Volkswagen. (3) Other luxury includes Bentley, Genesis, Infiniti, Jaguar, Lincoln and Volvo.

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The LHM Acquisition will provide us with a coast-to-coast, national footprint and allows us to substantially expand our omni-channel platform of dealerships, including our Clicklane tool, which we believe drives greater customer engagement and satisfaction, customer conversion, and higher revenue across our dealership portfolio.

We believe that the services provided by Total Care Auto, Powered by Landcar are highly complementary to our dealership operations and present an opportunity to enhance our growth and profitability within our F&I operations. With the TCA Insurance Business, we will be able to capture additional value from the sale of F&I products by underwriting contracts which have historically been provided by third parties. Repair and maintenance services related to the TCA Insurance Business’s service contracts have primarily been serviced through the P&S operations at the LHM Dealership Business. We believe this creates a positive feedback loop whereby customers purchase new and used vehicles at our dealerships, purchase the TCA Insurance Business’s F&I products for the vehicles and then return the vehicles to our dealerships to be serviced by our parts & service department. This allows us to service the customer throughout the lifecycle of their vehicle while driving customer satisfaction and loyalty.

Total Care Auto, Powered by Landcar Life Cycle

We believe the LHM Dealership Business and the TCA Insurance Business are well-run by a strong group of leaders and team members. We expect that our demonstrated success acquiring and integrating well-run businesses will provide us the opportunity to leverage best practices across Asbury, the LHM Dealership Business and the TCA Insurance Business going forward while continuing to foster a customer-centric culture.

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Industry Overview

In the United States, the franchised automotive dealer industry is the largest retail sector by revenue and where nearly all new

cars and light trucks are purchased in the United States. According to Edmunds.com, the total addressable market for new and used vehicle sales in 2019 was $1.48 trillion on 58 million units, with new vehicles representing $640 billion and 17 million units, and used vehicles representing $841 billion and 41 million units. The U.S. franchised automotive retail market is highly fragmented, with no single dealership group accounting for more than 2% of industry revenue. Key trends that we expect to continue to impact our industry include:

• Moderately declining new vehicle unit sales — The seasonally adjusted annual rate (“SAAR”) of new vehicle sales in the

United States hit a record peak of 17.5 million units in 2016 and reached 14.6 million units in 2020. The decline in 2020 was initially driven due to COVID-19 as OEMs reduced auto production. As demand started rebounding, semiconductor shortage has had a meaningful impact on OEMs ability to meet demand. The supply and demand imbalances have led to historically low inventory levels which is expected to continue for the next 12-18 months. In contrast to other business models in the automotive supply chain, such as part suppliers and OEMs, new vehicle sales are not the primary driver of profits for franchised dealerships. However, the volume of new vehicle sales over time is a critical driver of dealership profitability from higher margin revenue streams such as sales of certified pre-owned used vehicles, P&S, and F&I products. New vehicle sales are driven by a variety of economic factors such as availability and cost of financing, disposable income, unemployment rates and exchange rates. Additionally, improvements in product quality, safety, and technology features drive demand. We believe that our exposure to brands with higher than average new product introductions expected over the next five years, such as Ford, Mercedes-Benz, BMW and Toyota, will positively impact our new vehicle sales compared to national averages.

• Rapidly growing used car market — According to Factbook 2022, the number of vehicles in operation in the United States

grew every year during the 2010 to 2020 time period from 239 million to 282 million, representing an increase of approximately 18% in the aggregate and a compound annual growth rate of 1.7%. A larger number of vehicles in operation increases the market for high margin P&S revenue. In addition, used vehicles represented approximately 70% of unit sales in 2019 with a total addressable market of $841 billion according to Edumunds.com’s 2019 Used Vehicle Report. As the supply of new vehicles remains low due to the global semiconductor shortage, used vehicle prices are elevated due to supply constraints and low inventory levels. Current market conditions are expected to normalize over the next 12 to 18 months. Used vehicle sales historically generate higher gross margins than new vehicles and have consistently contributed a higher portion of gross profits to overall dealership profitability than new vehicles.

• Investments in P&S operations enhance franchised dealership business model — Since the 2008 to 2009 recession, we

believe franchised automotive retailers have made substantial investments in the high margin P&S business in an effort to take market share from independent providers by focusing on increasing capacity, improving customer service and leveraging their scale and OEM relationships to invest in the capital equipment and training required to service vehicles with increasingly more technology. As noted above, the supply of new vehicles remains low due to the global semiconductor shortage, and accordingly, the demand for P&S is elevated due to supply constraints and higher prices in the new and used vehicle market. and low inventory levels. The average age of the car on the road has risen over the past twelve months, and our P&S business is being utilized for many vehicles whose total mileage is well in excess of the typical threshold for warranty coverage.

• Growth in F&I income per vehicle has more than offset the decline in gross profit per new vehicle over the last decade

— Dealer groups have experienced growing F&I revenue per vehicle in the last decade. Improvement in employee training, increases in vehicle pricing, as well as the renegotiation of contribution to insurance underwriters, has helped improve our F&I income per vehicle.

• Increased eCommerce penetration — Historically, we believe the U.S. franchised automotive retail market has

experienced a low level of eCommerce penetration and the industry is now experiencing a shift in customer purchasing patterns with more customers transacting online rather than in-store. According to a Cox Automotive Inc. study in January 2021, 76% of customers surveyed are open to the idea of buying a vehicle completely online with 86% of the customers citing the ability to save time in-person at the dealership as the number one benefit of purchasing online. We believe our omni-channel approach, including our Clicklane platform, provides our customers with an easy and efficient approach to purchasing vehicles online and should allow us to address the evolving preference of customers to transact in a digital environment.

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Our Competitive Strengths

Leading dealership group with growing scale in the fragmented auto retail sector. We will be the 4th largest franchised dealership group in the United States based on pro forma revenue for the year ended December 31, 2020, which assumes that the LHM Acquisition in full and the acquisitions described under “Other Recent Acquisitions and Dispositions,” and includes the results of both Asbury and the LHM Business over the period. Our size and scale enhances our relationships with OEMs and key finance partners, leverages our investments in new technologies and corporate overhead across a larger revenue base and maximizes the benefit of implementing best practices within our dealership group. Additionally, the concentration of our dealerships in certain markets and geographies increases operational and personnel efficiencies.

Top U.S. Based Franchised Dealership Groups by Pro Forma Revenue

(Presented for the Year Ended December 31, 2020 after giving effect to subsequent publicly announced acquisitions)

Source: 2020 Automotive News Top 150 Dealership Groups Report, adjusted as set forth below: (1) Pro forma acquisitions publicly announced YTD October 2021; (2) Global auto dealership sales; U.S. sales of $10.3 billion; (3) Does not include the impact of anticipated dispositions totaling approximately $552 million in FY 2020 revenue; (4) Pro forma acquisition of Park Place closed August 24, 2020; (5) Reflects U.S. only sales of approximately $10.3 billion ($8.5 billion and $1.8 billion from acquisition of Prime Automotive); and (6) Does not include the impact of planned divestitures totaling approximately $645 million in revenue during LTM Period.

Successful acquisition and integration platform in a largely fragmented industry. We have acquired 85 dealerships and added

one open point location since January 1, 2017, including the proposed Larry H. Miller Dealerships, Total Care Auto, Powered by Landcar and the other acquisitions under contract. We execute a disciplined acquisition strategy and target well-run dealerships that we believe share our cultural values and add strategic value to our operations. We believe that our focus on cultural alignment makes us a preferred acquirer for potential sellers and for our OEM partners. We believe that we have demonstrated a successful track record of efficiently integrating acquisitions, achieving synergies and maximizing our return on investment, which we believe positions us well to continue to grow our business through acquisition.

Omni-channel platform with strong digital capabilities. We have developed a robust omni-channel platform that allows us to

do business with our customers where and when they want to transact with digital capabilities that allow us to effectively interact with our customers and grow our business:

• We successfully executed a digital marking initiative to drive organic website traffic to our dealership websites resulting

in over 6.3 million unique consumer visits during the quarter ended September 30, 2021, an increase of 12% when

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compared with the quarter ended September 30, 2020. We believe digital marketing, which is the majority of our marketing spend, is a highly efficient method to acquire customers, and thereby increase sales, and digital represents the majority of our advertising spend.

• We also successfully developed our online service appointment capabilities that allow customers to efficiently schedule repair and maintenance appointments at our dealerships. For the quarter ended September 30, 2021, we achieved bookings of approximately 144,000 online service appointments, which is an increase of approximately 12% when compared with the quarter ended September 30, 2020. The convenience and transparency offered by these online service appointments have resulted in higher customer conversion rates and improved customer satisfaction.

• In December 2020, we launched Clicklane, which is a retail tool that allows customers to complete the vehicle buying process 100% online. Clicklane allows customers to seamlessly navigate the buying process end-to-end including key processes such as documentation, loan origination, personalized insurance quotes and F&I products. Clicklane allows consumers to complete the process, on average, in 14 minutes for financed transactions and 8 minutes for cash transactions. We believe Clicklane provides us with a competitive advantage within the industry as we are able to utilize the tool to substantially increase the number of customers we can serve including those who are not located within markets where we have a physical presence.

Diverse gross profit mix is primarily driven by more stable, higher-margin revenue streams. Our gross profit is driven by

our more resilient parts and service business, Used Vehicle business and F&I business, with these departments producing 76% of our total gross profit for the LTM Period. In our P&S business, we have added capacity, increased throughput and invested in technology to improve customer satisfaction, which has allowed us to expand our margins and take market share from independent service providers. In our F&I business, we have increased the quality of our training programs and invested in consumer-friendly technologies, which have resulted in higher F&I income per vehicle. In used vehicles, we have invested in technology to improve pricing of used vehicle purchases and sold a higher percentage of used vehicles as retail instead of wholesaling the vehicles. The figure below shows the relationship of revenue to gross profit for each department.

Asbury Revenue and Gross Profit Contribution (LTM September 30, 2021)

Highly variable cost structure and significant fixed cost absorption. Our cost structure is highly variable, which minimizes

the profit margin impact from any decline in vehicle sales. We estimate that over 70% of our selling, general and administrative expenses (“SG&A”) is variable. We have created a hybrid strategy to leverage fixed costs across our dealership portfolio that (1) allows our higher volume stores the flexibility to add headcount for improved local customer service and (2) offers our lower volume stores access to a high quality shared service center to maintain dealership-level profitability.

Strong free cash flow generation to reduce our leverage and support our strong credit profile. Our goal is to generate cash

flow that will allow us to achieve a total net leverage (which we define as net debt (total debt less cash and cash equivalents) divided by EBITDA) target of near 3.0x. Our financial policy and capital allocation strategy is focused on reducing funded debt. We expect our continued focus on operational excellence to further reduce our net leverage ratio. In addition, we will continue to monitor and manage working capital to maintain a strong liquidity profile.

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Business Strategy

We seek to be the most guest-centric automotive retailer and to create long-term value for our stockholders by striving to drive

operational excellence and deploy capital to its highest risk adjusted returns. To achieve these objectives, we employ the strategies described below.

Provide an exceptional customer experience in our stores. We are guided by our mission and vision to be the most guest-centric automotive retailer in the industry and use that framework as our North Star. We have designed our dealerships’ services to meet the needs of an increasingly sophisticated and demanding automotive consumer. We endeavor to establish relationships that we believe will result in both repeat business and additional business through customer referrals. Furthermore, we provide our dealership managers with appropriate incentives to employ efficient selling approaches, engage in extensive follow-up to develop long-term relationships with customers, and extensively train our sales staff to meet customer needs.

Further develop digital and omni-channel capabilities and drive Clicklane penetration across the national footprint. As part of our omni-channel strategy, we implemented Clicklane, the automotive retail industry’s first, end-to-end, 100% online vehicle retail tool, which offers our customers a convenient, seamless and transparent approach to purchase and sell vehicles completely online. Our Clicklane platform provides our customers with the ability to (i) select a new or used vehicle for lease or purchase, (ii) arrange for and obtain financing from a variety of lenders, (iii) obtain an offer on their trade-in vehicle, (iv) obtain an exact pay-off amount on any existing loan on a trade-in vehicle, (v) select and purchase F&I products designed for the customer’s vehicle and then (vi) complete the vehicle purchase and financing or lease by signing the transaction documents and scheduling in-store pickup or home delivery, with each step performed entirely online. We implemented Clicklane across all of our stores by the end of the first quarter of 2021. The LHM Acquisition would further extend our national footprint across seven western U.S. states including Arizona, California, Idaho, New Mexico, Colorado, Utah, and Washington. We intend to implement Clicklane across these new stores, as well as stores acquired in any other pending or future acquisitions, to further solidify the national reach of our Clicklane platform and drive additional revenue.

Although we developed our Clicklane platform together with a third-party vendor, certain technology elements of the platform

were developed solely by us and are subject to trade secret protection. In addition, our other omni-channel tools offer our customers the ability to arrange vehicle service appointments, receive service updates, and pay for maintenance and repair services online. We continue to invest in and develop omni-channel initiatives designed to deliver an exceptional customer experience.

Grow F&I product penetration and expand the TCA Insurance Business’s service offerings across the full dealership portfolio. We are positioned to leverage the acquisition of the LHM Dealership Business to improve profitability via the ownership of the TCA Insurance Business, a highly-scalable provider of a full-suite of F&I products. The TCA Insurance Business’s key offerings include vehicle service contracts, prepaid maintenance, protection plans, key and remote replacement, leased vehicle protection and tire and wheel protection. We aim to integrate the TCA Insurance Business’s service offerings across our full dealership portfolio to increase our F&I product penetration and profitability. We anticipate annualized run-rate operating synergies over the medium term following the closing of the LHM Acquisition of approximately $75.0 million, inclusive of approximately $10.0 million of costs we expect to incur to realize such operating synergies. These operating synergies are expected to result primarily from the integration of the TCA Insurance Business’s services across our dealership portfolio.

Attract, retain and invest in top talent to drive growth and optimize operations. We believe the core of our business success lies in our talent pool, so we are focused on attracting, hiring and retaining the best people. We also invest in resources to train and develop our employees. Our executive management team has extensive experience in the auto retail sector, and is able to leverage experience from all positions throughout the Company. In addition, we believe that local management of dealership operations enables our retail network to provide market specific responses to sales, customer service and inventory requirements. The general manager of each of our dealerships is responsible for the operations, personnel and financial performance of that dealership as well as other day-to-day operations.

Leverage scale and cost structure to improve operating efficiencies. We are positioned to leverage our significant scale so that we are able to achieve competitive operating margins by centralizing and streamlining various back-office functions. We are able to improve financial controls and lower servicing costs by maintaining key store-level accounting and administrative activities in our shared service centers, and we leverage our scale to reduce costs related to purchasing certain equipment, supplies, and services through national vendor relationships. Similarly, we are able to leverage our scale to implement these best practices when integrating newly acquired dealerships allowing us to continue to improve our operating efficiencies.

Deploy capital to highest returns and continue to invest in the business. Our capital allocation decisions are made within the context of maintaining sufficient liquidity and a prudent capital structure. We target a 3.0x net leverage ratio, and our primary focus for capital allocation will be to decrease our debt levels; however, we believe our cash position and borrowing capacity, combined with our current and expected future cash generation capability, provides us with financial flexibility to, among other things, reinvest in our business and acquire dealerships, when prudent.

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We continually evaluate our existing dealership network and seek to make strategic investments that will increase the capacity

of our dealerships and improve the customer experience. In addition, we continue to execute on our strategy of selectively acquiring our leased properties where financing rates make it attractive to be an owner and provide us a further means to finance our business.

Evaluate opportunities to refine the dealership portfolio. We continually evaluate the financial and operating results of our dealerships, as well as each dealership’s geographical location and, based on various financial and strategic rationales, may make decisions to dispose of dealerships to refine our dealership and real estate portfolio. We also evaluate dealership acquisition opportunities based on market position and geography, brand representation and availability, key personnel and other factors. Our approach to dispositions and acquisitions is highly disciplined with a focus on long-term strategic value to stockholders.

Successfully integrate the LHM Dealership Business and the TCA Insurance Business to maximize benefits of strategic acquisition. We have a well-defined integration plan for the LHM Dealership Business and the TCA Insurance Business. The LHM Dealership Business is operated by seasoned general managers and regional staff who we expect to retain. The LHM Dealership Business operates a strong portfolio of high-throughput dealerships with a long history of operational excellence and brands that are well-suited to the markets in which the LHM Dealership Business operates. Given many of the cultural similarities between the companies as well as using the same systems, we expect to be able to integrate the LHM Business seamlessly. Our synergy opportunities will be focused on opportunities in Clicklane and rolling out the TCA Insurance Business in our business model. Ownership of the TCA Insurance Business will enable us to achieve higher F&I income per vehicle sold, enhancing the profitability of our F&I segment and overall company.

The LHM Acquisition is expected to add $473.4 million of Adjusted EBITDA for the last twelve months ended September 30, 2021, when including $65.0 million of immediate cost savings anticipated at the closing of the LHM Acquisition. The $65.0 million of cost savings includes $60.0 million of reduced corporate costs due to the elimination of family management fees and approximately $5.0 million in reduced costs associated with certain information technology and advertising contracts. We further expect to add an additional $75.0 million of annualized run-rate operating synergies over the medium term following the closing of the LHM Acquisition primarily from the integration of the TCA Insurance Business’s services across our dealership portfolio. Given these financial characteristics, we anticipate that this highly strategic transaction will be immediately accretive to earnings after closing.

The Transactions

Acquisition of the LHM Business

On September 28, 2021, a wholly-owned subsidiary of the Company entered into the Equity Purchase Agreement, the Insurance Purchase Agreement and the Real Estate Purchase Agreement (collectively, the “Acquisition Agreements”) with certain entities affiliated with the LHM Business and the other parties thereto (collectively, the “Sellers”). Pursuant to the Acquisition Agreements, the Company will acquire all of the equity interests in the entities related to, and the real property related to, the LHM Business for a purchase price of approximately $3.3 billion (including related fees). For additional information, see “Use of Proceeds—Sources and Uses of Funds” below.

The Acquisition Agreements contain customary representations and warranties made by each of the parties. The Company and the Sellers have also agreed to various covenants in the Acquisition Agreements, including covenants by the Sellers to conduct the material operations of the LHM Business in the ordinary course of business consistent with past practice, to cooperate with the Company’s efforts to secure permanent financing prior to closing of the LHM Acquisition and not to compete with the LHM Business in a specified geographic area for a period following such closing. The Company and the Sellers have agreed to indemnify one another against certain damages as a result of breaches of certain representations, warranties and covenants (subject to certain exceptions and limitations).

The closing of the LHM Acquisition is subject to various customary closing conditions, including (1) receipt of approval of the LHM Acquisition by automotive manufacturers accounting for at least sixty-five percent (65%) of the aggregate 2020 revenue percentages of all of the LHM Dealership Business’s new car dealerships, (2) receipt of certain governmental clearances, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain required approvals related to the TCA Insurance Business, (3) the continued accuracy of the representations and warranties of the parties (subject to specified materiality standards) and (4) the absence of a material adverse effect with respect to the LHM Business. The Acquisition Agreements are not subject to any financing condition.

While we expect to complete the entire LHM Acquisition in a single closing in the fourth quarter of 2021, it may be completed in more than one closing. The first closing under the Acquisition Agreements (the “First Closing”) is expected to be held upon the receipt of written consents from the manufacturers set forth in the Equity Purchase Agreement (collectively, the “Manufacturer Consents”) for new car dealerships which represent, in the aggregate, no less than sixty-five percent (65%) of the

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aggregate 2020 revenue percentage of all of the LHM Dealership Business’s new car dealerships. At the closing, the Company also expects to acquire the real estate related to these new car dealerships as well as LHM’s used car dealership and collision repair centers and certain entities related to the TCA Insurance Business. If we have not received the approval of all relevant automotive manufacturers at or prior to the date of the First Closing, we intend to acquire any remaining dealership entities not acquired at or prior to the First Closing, the real estate related to these remaining dealerships and any remaining entities related to the TCA Insurance Business at a second closing (a “Second Closing”). The acquisition of each such remaining dealership entity (and such related assets) is subject to the receipt of the relevant automotive manufacturer approval. At any Second Closing, the Company would expect to acquire the real estate (and any collision repair centers) related to these new car dealerships as well as certain entities related to the TCA Insurance Business that were not initially acquired during the First Closing. See “Risk Factors⸺Risks Related to the LHM Acquisition⸺We may not acquire all assets of the LHM Business.”

The Acquisition Agreements also contain certain termination rights of the Company and the Sellers. The LHM Acquisition is expected to be consummated during the fourth quarter of 2021, subject to receipt of regulatory and other approvals and customary closing conditions as described herein.

Pursuant to the Equity Purchase Agreement and Insurance Purchase Agreement, the Sellers have agreed to cooperate, in good faith, with respect to the Company’s efforts to consummate the financing for the LHM Acquisition. There is no financing condition to the Equity Purchase Agreement. However, in the event the Company is unable to obtain the financing for the LHM Acquisition and, as a result, the Equity Purchase Agreement is terminated, the Sellers will be entitled to certain termination fees as the sole and exclusive remedy.

Acquisition Financing

We anticipate that approximately $3.3 billion will be required to fund the LHM Acquisition consideration (including related fees) and to pay fees and expenses relating to the LHM Acquisition. We intend to finance a portion of the LHM Acquisition with $1.5 billion of proceeds from this offering of each series of Notes, proceeds from our Common Stock Offering (as defined herein), additional borrowings, and cash on hand. See “Use of Proceeds.”

We have also entered into the Bridge Commitment Letter (as defined herein), pursuant to which, among other things, the Commitment Parties (as defined herein) and a syndicate of lenders (the “Bridge Lenders”) have committed to provide bridge debt financing for the LHM Acquisition, consisting of (i) a $2.35 billion bridge loan (the “HY Bridge Facility”); and (ii) a $900.0 million 364-day bridge loan (the “364-Bridge Facility”), the availability of each will be reduced upon the completion of certain debt and equity financings, as applicable, including upon issuance of the Notes and the Common Stock Offering, and upon other specified events. The commitments under the Bridge Commitment Letter will be reduced or terminated, as applicable, when we obtain the permanent financing described above.

In this offering memorandum, we refer to the LHM Acquisition, the Common Stock Offering and proceeds therefrom, the entry into the New Real Estate Facility, the amendments to the 2019 Senior Credit Facility and the additional borrowings contemplated by the “Use of Proceeds” section, collectively as the “Transactions.” We cannot assure you that we will complete the LHM Acquisition or any other transaction constituting the Transactions on the terms contemplated in this offering memorandum or at all.

Other Recent Acquisitions and Dispositions

We have recently acquired and sold dealerships and entered into an agreement that are expected to modify the composition of our portfolio of dealerships, including the following:

• On November 16, 2020, we sold substantially all of the assets, and real property, of Nalley Ford located in Atlanta, Georgia.

The dealership had total revenue for the twelve month period ended October 31, 2020 of approximately $48.2 million.

• On August 9, 2021, we acquired substantially all of the assets, and real property, of Greeley Subaru (“Greeley”), located in the Denver, Colorado market. The closing of this transaction was subject to customary approvals, including approval of Subaru. This dealership had total revenue for the LTM Period of approximately $34.4 million.

• On September 13, 2021, we sold substantially all of the assets, and real property, of BMW of Charlottesville located in Charlottesville, Virginia. The dealership had total revenue for the twelve month period ended August 31, 2021 of approximately $40.5 million.

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• On October 18, 2021, we acquired substantially all of the assets, and real property, of Kahlo Chrysler Jeep Dodge Ram (“KC”), located in the Indianapolis, Indiana market. This dealership had total revenue for the LTM Period of approximately $71.9 million.

• On October 26, 2021, we acquired substantially all of the assets, and real property, of Arapahoe Hyundai (“AH”), located

in the Denver, Colorado market. This dealership had total revenue for the LTM Period of approximately $95.9 million.

• On September 3, 2021, we entered into an agreement to acquire substantially all of the assets, and real property, of Stevinson Automotive Group (“Stevinson”). This dealership group had total revenue for the LTM Period of approximately $714.9 million. The Stevinson transaction will increase our presence in the Denver metropolitan area, and we expect to own two of the three Lexus dealerships in this area, as well as two of the seven Toyota dealerships and one of the two Porsche dealerships, subject to receipt of required OEM approvals. We expect to close the Stevinson transaction by December 31, 2021.

In this offering memorandum, we refer to these recent acquisitions and dispositions, together with the anticipated disposition

of six dealerships as a result of negotiations with the OEMs in connection with the LHM Acquisition as the “Other Transactions.”

Common Stock Offering

We intend to sell approximately 3,300,000 shares of our common stock in a concurrent public offering registered under the Securities Act (the “Common Stock Offering”). In addition, we expect to grant the underwriters of such Common Stock Offering an option to purchase up to 495,000 shares of common stock for a period of 30 days after the pricing of the Common Stock Offering. Based on the closing price of the Company’s common stock on Friday, October 29, 2021 of $195.71, we expect to receive gross proceeds, before deducting the underwriting discount and the estimated offering expenses, of approximately $645.8 million from the Common Stock Offering, and could receive additional gross proceeds of approximately $96.9 million if the underwriters of such Common Stock Offering exercise their 30-day option in full. We intend to use the net proceeds from the Common Stock Offering, together with the proceeds of this offering of Notes, additional borrowings and cash on hand, to fund, if consummated, the LHM Acquisition and pay fees and expenses related to the foregoing, and to use the balance of the proceeds, if any, for general corporate purposes, including other dealership acquisitions or capital investments.

New Real Estate Facility

In connection with the Transactions, we expect to enter into the New Real Estate Facility, which we expect to become effective prior to or concurrently with the LHM Acquisition and will provide for term loans expected to mature five years from the initial funding of the facility. Each of our subsidiaries that own (or leases in the case of any ground lease) the real estate being financed under the New Real Estate Facility will be borrowers, and borrowings under the New Real Estate Facility are expected to be guaranteed by us and each of our operating dealership subsidiaries that operates a dealership on, or leases, the real estate being financed under the New Real Estate Facility, and are expected to be collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. In connection with the Transactions, we intend to use approximately $600 million of the proceeds of borrowings under the New Real Estate Facility to fund a portion of the consideration for the LHM Acquisition. We will have the ability to make up to five draws under the New Real Estate Facility. See “—The Transactions—Acquisition Financing” and “Description of Other Indebtedness— New Real Estate Facility.”

Amendments to 2019 Senior Credit Facility

In connection with the LHM Acquisition, we have entered into an amendment to the 2019 Senior Credit Agreement. Upon the delivery of notice and satisfaction of customary closing conditions, in our discretion, the amendment to the 2019 Senior Credit Agreement will, among other things, (1) increase the aggregate commitments under the Revolving Credit Facility to $450.0 million (2) increase the aggregate commitments under the Used Vehicle Floorplan Facility to $350.0 million, (3) increase the aggregate commitments under the New Vehicle Floorplan Facility to $1.75 billion, (4) remove our minimum consolidated current ratio covenant and (5) provide for limited conditionality with respect to the borrowings under the 2019 Senior Credit Agreement to be used to fund a portion of the consideration for the LHM Acquisition. We expect to satisfy these conditions at or prior to the closing of the LHM Acquisition and in no event later than December 31, 2021.

Corporate Information

Our principal executive offices are located at 2905 Premiere Parkway, NW, Suite 300, Duluth, Georgia. Our telephone number is (770) 418-8200. Our website address is http://www.asburyauto.com. Information contained on our website or that can be accessed through our website is not a part of, nor is it incorporated by reference into, this offering memorandum.

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THE OFFERING

The following is a brief summary of the principal terms of each series of Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. For a more complete description of the terms of each series of Notes, see “Description of the Notes.” As used in this section, the terms “we,” “us,” “our” or similar terms refer to the Company and its consolidated subsidiaries prior to the LHM Acquisition. Issuer ...................................................................... Asbury Automotive Group, Inc. Notes Offered ......................................................... $ principal amount of % Senior Notes due , 2029. $ principal amount of % Senior Notes due , 2032.

Maturity ................................................................. The 2029 Notes will mature on , 2029. The 2032 Notes will mature on , 2032.

Interest .................................................................... Interest will be paid on the 2029 Notes in cash in arrears on and of

each year commencing on , 2022. Interest will be paid on the 2032 Notes in cash in arrears on and of

each year commencing on , 2022. Guarantors ............................................................... The Notes of each series are unconditionally guaranteed, jointly and severally, on

a senior unsecured basis by all of our existing subsidiaries and all of our future domestic restricted subsidiaries, including those subsidiaries created or assumed pursuant to the LHM Acquisition, other than Landcar Administration Company, Landcar Agency, Inc. and Landcar Casualty Company (collectively, the “TCA Non-Guarantor Subsidiaries”), which subsidiaries were created or assumed pursuant to the Transactions but will be designated as unrestricted subsidiaries under each of the Existing Indentures and the indentures governing the Notes and will not be guarantors, and any restricted subsidiary of the Company that does not guarantee the existing senior secured credit facilities or any refinancing thereof. The TCA Non-Guarantor Subsidiaries are subject to state insurance regulatory requirements which impose operational restrictions, monitor and regulate financial health and compliance and are afforded broad authority. Accordingly, Asbury has determined the operations of these TCA Non-Guarantor Subsidiaries would be adversely affected if it were subject to the covenants of the indentures and required to guarantee the Notes. As of and for the LTM Period, after giving effect to the Transactions and the Other Transactions, our subsidiaries that will not be subsidiary guarantors would have had total revenue of $262.5 million, adjusted EBITDA of $47.5 million, total assets of $732.0 million, and total liabilities of $683.9 million. See “—Summary Historical Consolidated Financial Information of Asbury and Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company” and “Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company.”

Ranking ................................................................... Each series of Notes and the guarantees will be general unsecured senior

obligations of the Company and the guarantors and will rank equally to all of our and our subsidiary guarantors’ existing and future unsecured senior debt. Each series of Notes and the guarantees will be subordinate in right of payment to all of the existing and future liabilities of any our subsidiaries that do not guarantee the Notes of each series, to the extent of the value of the assets of those subsidiaries. Accordingly, they will rank:

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• subordinate in right of payment to all of our and the guarantors’ existing and future secured indebtedness (including borrowings under our 2019 Senior Credit Facility (as defined herein), our Existing Real Estate Facilities (as defined herein), our Master Loan Agreement (as defined herein), our New Real Estate Facility (as defined herein) and our other mortgages and other floor plan financing facilities described below) to the extent of the value of the collateral securing such indebtedness;

• equal in right of payment with all of our and the guarantors’ existing and future senior indebtedness, including the Existing Notes and the credit facility indebtedness referred to immediately above;

• senior in right of payment to any of our and the guarantors’ existing and future indebtedness that expressly provides that it is subordinated to the Notes of each series and the guarantees; and

• structurally subordinated to all existing and future liabilities, including trade payables, of any non-guarantor subsidiaries, to the extent of the value of the assets of those subsidiaries.

As of September 30, 2021, after giving pro forma effect to the Transactions and the Other Transactions, we and our consolidated subsidiaries would have had total debt of $3.6 billion, consisting of $1.2 billion of secured indebtedness (excluding net floor plan notes payable of $625.4 million under the floor plan facility) and $2.4 billion of senior unsecured indebtedness consisting of the Notes of each series offered hereby and the Existing Notes. In addition, after giving pro forma effect to the Transactions and the Other Transactions, there were no outstanding amounts under the Revolving Credit Facility (as defined herein) component of our 2019 Senior Credit Facility, which will provide for aggregate borrowings of up to $450.0 million prior to or upon the consummation of the LHM Acquisition, at our discretion and subject to customary approvals and a borrowing base.

Special Mandatory Redemption .............................. This offering is not conditioned upon the completion of the LHM Acquisition (on

the terms described herein or at all). If either (i) we notify the trustee that we are no longer pursuing the LHM Acquisition or (ii) a closing substantially as contemplated under the Acquisition Agreements with respect to the LHM Acquisition does not occur on or before the No Closing End Date, then we will be required to redeem the Notes of both series in full at 100% of the issue price of such Notes, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if there is a closing with respect to the LHM Acquisition of less than all of the assets intended to be acquired pursuant to the Acquisition Agreements on or prior to July 7, 2022 and either (i) the entire amount of assets intended to be acquired pursuant to the Acquisition Agreements are not so acquired by July 7, 2022 or (ii) we notify the trustee that we are no longer pursuing any further closing pursuant to the Acquisition Agreements prior to the End Date, then we will be required to redeem an aggregate principal amount of Notes (on a pro rata basis between the two series), at 100% of the issue price of such Notes, plus accrued and unpaid interest to, but excluding the redemption date, in a principal amount equal to the net proceeds of the Notes not used to consummate the LHM Acquisition (as reasonably determined by us in good faith); provided that, we may, at our option, elect not to redeem up to $250.0 million aggregate principal amount of Notes otherwise subject to such redemption provision. The Special Mandatory Redemption will be required to occur by the Special Mandatory Redemption Date. See “Risk Factors⸺Risks Related to the LHM Acquisition⸺We may not acquire all assets of the LHM Business” and “Description of Notes—Special Mandatory Redemption.”

Change of Control and Asset Sales ........................ If we experience specific kinds of changes of control with corresponding

downgrades by one or more gradations or withdrawal of ratings by Moody’s

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Investors Service, Inc. or Standard & Poor’s Ratings Services , we will be required to make an offer to purchase each series of Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. If we sell certain assets, we will be required under certain circumstances to make an offer to purchase a portion of each series of Notes at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the purchase date. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control” and “Description of the Notes—Repurchase at the Option of Holders—Asset Sales.”

Optional Redemption ............................................. Any time prior to , 2024, we may, at our option, in one or more transactions, use the net proceeds of one or more equity offerings to redeem up to 40% of the aggregate principal amount of the 2029 Notes at a redemption price of % of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to , 2024, we may, at our option, in one or more transactions, redeem all or a portion of the 2029 Notes in cash at a price equal to 100% of their principal amount plus the applicable premium described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.

At any time on or after , 2024, we may, at our option, in one or more transactions, redeem all or a portion of the 2029 Notes in cash at the redemption prices described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.

Any time prior to , 2026, we may, at our option, in one or more transactions, use the net proceeds of one or more equity offerings to redeem up to 40% of the aggregate principal amount of the 2032 Notes at a redemption price of % of their principal amount, plus accrued and unpaid interest, if any, to the redemption date.

At any time prior to , 2026, we may, at our option, in one or more transactions, redeem all or a portion of the 2032 Notes in cash at a price equal to 100% of their principal amount plus the applicable premium described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.

At any time on or after , 2026, we may, at our option, in one or more transactions, redeem all or a portion of the 2032 Notes in cash at the redemption prices described under “Description of the Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to the redemption date.

Covenants .............................................................. The Notes of each series will be issued under separate indentures and each

indenture will contain certain covenants that restrict the ability of the Company and the restricted subsidiaries, to, among other things:

• incur additional indebtedness or issue certain preferred equity; • pay dividends on, repurchase, or make distributions in respect of our or

their capital stock, prepay, redeem, or repurchase certain debt or make other restricted payments;

• make certain investments;

• create certain liens; • enter into agreements restricting our subsidiaries’ ability to pay dividends to

the Company; and

• consolidate, merge, sell, or otherwise dispose of all or substantially all of our or our subsidiaries’ assets.

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These covenants are subject to important exceptions and qualifications described under “Description of the Notes.”

If at any time the credit rating of the Notes of any series, as determined by at least two of Standard & Poor’s Rating Services, Moody’s Investors Service, Inc. and Fitch Ratings Inc., equals or exceeds either BBB- (S&P), Baa3 (Moody’s) or BBB- (Fitch), respectively, or any equivalent replacement ratings, and no default or event of default exists under each indenture, then these restrictions, other than the limitations on our ability to incur liens and consolidate, merge or sell all or substantially all of our assets, will cease to apply to the Notes of any series. Any covenants that should cease to apply to the Notes of any series as a result of achieving such a rating will later be reinstated if the credit rating of the Notes of any series no longer has these ratings from at least two of these rating agencies.

Transfer Restrictions .............................................. The offer and sale of the Notes of each series have not been, and will not be,

registered under the Securities Act and will be subject to certain restrictions on transfer and resale. See “Notice to Investors.”

No Prior Market ..................................................... There is no public trading market for the Notes, and we do not intend to apply for

listing any series of Notes on any national securities exchange or for quotation of the Notes on any automated dealer quotation system. See “Risk Factors—Risks Related to the Notes—We cannot assure you that an active trading market will develop for any series of Notes.”

Use of Proceeds ..................................................... We intend to use the proceeds from the offering of the Notes of each series,

together with the proceeds of the Common Stock Offering, additional borrowings, and cash on hand, to fund, if consummated, the LHM Acquisition and pay fees and expenses related to the foregoing, and to use the balance of the proceeds, if any, for general corporate purposes, including other dealership acquisitions or capital investments. See “Use of Proceeds.”

Trustee .................................................................... U.S. Bank National Association.

Risk Factors ........................................................... You should carefully consider the information set forth in the section of this offering memorandum entitled “Risk Factors” as well as the other information included in this offering memorandum before deciding whether to invest in any series of Notes.

Governing Law ...................................................... New York.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ASBURY AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE

COMBINED COMPANY

The following tables present the (i) summary historical consolidated financial information of Asbury and (ii) unaudited pro forma condensed combined financial information of the Combined Company for the periods indicated. The summary historical consolidated financial information as of and for the years ended December 31, 2018, 2019 and 2020 and as of and for the nine months ended September 30, 2021 and 2020 have been prepared in accordance with GAAP. The balance sheet data and income statement data as of and for the years ended December 31, 2018, 2019 and 2020 is derived from our audited historical consolidated financial statements incorporated by reference herein, except that the summary historical balance sheet data as of December 31, 2018 is derived from our audited consolidated financial statements not included elsewhere in this offering memorandum or incorporated by reference herein. The balance sheet data and income statement data as of and for the nine months ended September 30, 2020 and 2021 have been derived from our unaudited interim consolidated financial statements incorporated by reference herein, except that the summary historical balance sheet data as of September 30, 2020 is derived from our unaudited interim consolidated financial statement not incorporated by reference. The summary income statement data for the LTM Period has been derived by taking our historical audited consolidated income statement data for the year ended December 31, 2020, less our historical unaudited consolidated income statement data for the nine months ended September 30, 2020, plus our historical unaudited consolidated income statement data for the nine months ended September 30, 2021.

The summary unaudited pro forma condensed combined financial information of the Combined Company for the LTM Period and as of September 30, 2021 has been derived from the unaudited pro forma condensed combined financial statements incorporated by reference herein. The summary unaudited pro forma condensed combined income statement data for the LTM Period has been calculated by taking the unaudited pro forma condensed combined income statement information for the year ended December 31, 2020, less the unaudited pro forma condensed combined income statement information for the nine months ended September 30, 2020, plus the unaudited pro forma condensed combined income statement for the nine months ended September 30, 2021. The summary unaudited pro forma condensed combined statement of income information for the LTM Period has been adjusted to give effect to the Transactions as if each of these events occurred on October 1, 2020. The summary unaudited pro forma condensed combined balance sheet data have been adjusted to give effect to the Transactions as if they occurred on September 30, 2021. For a further description of the pro forma adjustments, see “Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company.”

The summary unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to present what our results of operations and financial condition would have been had the Transactions actually occurred during such time period, and should not be considered representative of our future results of operations or financial position. See “Risk Factors—Risks Related to the LHM Acquisition—The pro forma financial information in this offering memorandum may not be reflective of our operating results and financial condition following the Transactions, particularly if less than all of the assets of the LHM Business are acquired.” The summary unaudited pro forma condensed combined financial information also does not reflect (1) future cost savings or run-rate synergies, restructuring or integration charges or operational improvements that are expected to result from the LHM Acquisition, except as indicated below, (2) the impact of non-recurring items directly related to the Transactions, (3) four recent dealership acquisitions as described under the caption “⸺Other Recent Acquisitions and Dispositions” or (4) the anticipated disposition of six dealerships by the end of first quarter of 2022 and assumes the acquisition of the entire LHM Business. See “Risk Factors—Risks Related to the LHM Acquisition—We may not acquire all assets of the LHM Business.”

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This information is only a summary and should be read in conjunction with “Statement Regarding Forward-Looking Statements,” “Special Note Regarding Non-GAAP Financial Measures,” “Summary—The Transactions,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company,” our audited and unaudited consolidated financial statements and the accompanying notes incorporated by reference herein and the audited and unaudited consolidated financial statements of the LHM Business and the accompanying notes incorporated by reference herein.

Asbury

Year Ended December 31,

Asbury Nine Months Ended

September 30,

Asbury Last Twelve

Months Ended September 30,

2021

Combined Pro Forma Last

Twelve Months Ended

September 30, 2021 2018 2019 2020 2020 2021

(dollars in millions, except per share data) Income Statement Data:

Revenue:

New vehicle ......................... $ 3,788.7 $ 3,863.3 $ 3,767.4 $ 2,541.8 $ 3,649.6 $ 4,875.2 $ 7,864.1 Used vehicle ......................... 1,972.4 2,131.6 2,169.5 1,510.2 2,386.1 3,045.4 4,823.6 Parts and service .................. 821.0 899.4 889.8 628.0 851.5 1,113.3 1,759.4 Finance and insurance,

net .............................. 292.3 316.0 305.1 217.8 295.7 383.0 660.0 Other — — — — — — 1.9

Total revenue .............. 6,874.4 7,210.3 7,131.8 4,897.8 7,182.9 9,416.9 15,109.0 Total cost of sales .................... 5,771.4 6,041.4 5,908.4 4,046.7 5,823.0 7,684.7 12,304.0

Gross profit .......................... 1,103.0 1,168.9 1,223.4 851.1 1,359.9 1,732.2 2,805.0 Selling, general and

administrative expenses ...... 755.8 799.8 781.9 553.4 778.2 1,006.7 1,666.6 Depreciation and amortization . 33.7 36.2 38.5 29.0 30.6 40.1 66.8 Franchise rights impairment .... 3.7 7.1 23.0 23.0 — — — Other operating (income)

expense, net ......................... (1.1) 0.8 9.2 9.4 (4.6) (4.8) (4.6) Income from operations ....... 310.9 325.0 370.8 236.3 555.7 690.2 1,076.2

Other expenses (Income) Floor plan interest expense... 32.5 37.9 17.7 14.1 6.5 10.1 14.4 Other interest expense, net. .. 53.1 54.9 56.7 41.7 43.2 58.2 173.9 Swap interest expense .......... 0.5 — — — — — — Loss on extinguishment of

long-term debt, net .... — — 20.6 20.6 — — — Gain on divestitures ............. — (11.7) (62.3) (58.4) (8.0) (11.9) (11.9) Total other expenses, net ...... 86.1 81.1 32.7 18.0 41.7 56.4 176.4 Income before income taxes. 224.8 243.9 338.1 218.3 514.0 633.8 899.8

Income tax expense ................. 56.8 59.5 83.7 53.0 122.1 152.8 216.6 Net income ............................... $ 168.0 $ 184.4 $ 254.4 $ 165.3 $ 391.9 $ 481.0 $ 683.2

Balance Sheet Data (at period end):

Working capital ....................... $ 249.7 $ 355.6 $ 182.3 $ 85.3 $ 491.3 $ 491.3 $ 467.5 Inventories ............................... 1,067.6 1,052.7 875.2 835.6 413.8 413.8 770.9 Total assets .............................. 2,695.4 2,911.3 3,676.3 3,530.6 3,571.4 3,571.4 7,176.9 Floor plan notes payable(1) ....... 966.1 850.8 702.2 701.4 138.2 138.2 432.1 Total long-term debt ................ 905.3 967.5 1,210.7 1,240.4 1,371.0 1,371.0 3,682.9 Total shareholders’ equity ....... 473.2 646.3 905.5 811.9 1,301.3 1,301.3 1,853.2

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Asbury

Year Ended December 31,

Asbury Nine Months Ended

September 30,

Asbury Last Twelve

Months Ended September 30,

2021

Combined Pro Forma Last

Twelve Months Ended

September 30, 2021 2018 2019 2020 2020 2021

(dollars in millions, except per share data) Other Selected Data and

Credit Statistics: New vehicle unit sales(2) ............. 105,275 105,243 95,165 66,592 83,747 112,320 179,988 Used vehicle retail unit sales(2) ... 82,377 88,602 80,537 59,151 78,136 99,522 150,659 Number of dealerships at period

end(2) ...................................... 83 88 91 90 91 91 145 Number of franchises at period

end(2) ...................................... 97 107 112 113 112 112 191 Same store revenue:(3)

Luxury ................................... $ 1,176.6 $ 1,262.9 $ 1,121.0 $ 765.4 $ 1,011.0 $ 1,366.6 $ 1,523.0 Import .................................... 1,548.0 1,517.2 1,389.9 995.5 1,322.2 1,716.6 2,907.1 Domestic ................................ 592.9 557.2 531.8 385.1 404.7 551.4 2,153.9

Total new vehicle revenue..................... 3,317.5 3,337.3 3,042.7 2,146.0 2,737.9 3,634.6 6,584.0

Net cash provided by operating activities ................................ 10.1 349.8 652.5 625.2 958.6 985.9 1,673.2

Capital expenditures .................. 57.9 66.8 48.8 29.8 57.2 76.2 151.6 Adjusted EBITDA(4)................... 325.6 345.0 438.5 294.7 592.2 736.0 1,144.4 Adjusted EBITDA Margin(4)(5) ... 4.7% 4.8% 6.1% 6.0% 8.2% 7.8% 7.6% Pro Forma Adjusted

EBITDA(4) ............................ $ 1,285.1 Pro Forma Adjusted EBITDA

Margin(4)(5) ............................. 8.5% Pro Forma Fixed Charge

Coverage(4)(6) .......................... 2.6x Ratio of Secured Debt to Pro

Forma Adjusted EBITDA(4)(7) ........................... 0.8x

Ratio of Total Debt to Pro Forma Adjusted EBITDA(4)(8) ........................... 2.6x

Ratio of Lease Adjusted Leverage to Pro Forma Adjusted EBITDAR(4)(9) ......... 2.7x

(1) Represents the sum of floor plan notes payable—trade, net and floor plan notes payable—non-trade, net in the historical financial statements of Asbury.

(2) New vehicle unit sales, used vehicle retail unit sales, number of dealerships at period end and number of franchises at period end are presented on an actual, combined basis.

(3) Organic growth of revenue and gross profit are assessed on a same store basis. As such, same store amounts consist of information from dealerships for identical months in each comparative period, commencing with the first full month we owned the dealership. Additionally, amounts related to divested dealerships are excluded from each comparative period.

(4) We define EBITDA for the Company as net income plus income tax expense, depreciation and amortization, swap and non-floor plan interest expense. We define Adjusted EBITDA for the Company and the LHM Business as EBITDA as adjusted for any (gain) loss on non-recurring or non-core items from time to time such as franchise rights impairment, real estate related charges, legal settlements, fixed assets write-offs, dealership and real estate divestitures, professional fees associated with acquisitions, stock-based compensation expenses, and Park Place related costs and loss on extinguishment of debt, among others. We define Pro Forma Adjusted EBITDA for the Combined Company as our Adjusted EBITDA combined with the LHM Business’s Adjusted EBITDA, presented on a pro forma basis to give effect to the Transactions, as further adjusted to reflect certain run-rate synergies and operational improvements resulting from the LHM Acquisition, the forecasted full-year EBITDA of eleven dealership acquisitions that were closed, are expected to close or are under contract to close, and the removal of EBITDA for two recently closed dealership dispositions and six anticipated dealership dispositions. We define Pro Forma Adjusted EBITDAR as Pro Forma Adjusted EBITDA plus rent expense. These measures may be defined differently than the terms set forth in our existing debt instruments, including our 2019 Senior Credit Facility, the indentures governing our Existing Senior Notes and our Existing Real Estate Facilities and includes the TCA Non-Guarantor Subsidiaries, which will not be guarantors of the Notes offered hereby.

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We believe the use of EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR along with GAAP financial measures enhances the understanding of our operating results and may be useful to investors in comparing our operating performance with that of our competitors and estimating our enterprise value. EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR are also useful tools in evaluating our core operating results given the significant variation that can result in any period from non-recurring or non-core items.

EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR are not measurements of our financial performance recognized under GAAP. EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR are used in addition to and in conjunction with results presented in accordance with GAAP, and should be considered as a supplement to, and not as a substitute for, net income or any other performance measure calculated or derived in accordance with GAAP. Furthermore, this measure is not necessarily comparable to similarly titled measures employed by other companies. EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR has limitations as an analytical tool as it should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP.

The following provides a numerical reconciliation of EBITDA, Adjusted EBITDA, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDAR to net income, which is the most directly comparable financial measure prepared in accordance with GAAP:

Asbury Year Ended December 31,

Asbury Nine Months Ended

September 30,

Asbury Last Twelve Months

Ended September 30,

2021

Combined Pro Forma Last

Twelve Months Ended

September 30, 2021

2018 2019 2020 2020 2021 (in millions, except per share data)

Net income ............................................................ $ 168.0 $ 184.4 $ 254.4 $ 165.3 $ 391.9 $ 481.0 $ 683.2 Income tax expense............................................. 56.8 59.5 83.7 53.0 122.1 152.8 216.6 Income from continuing operations before income

tax.................................................................... 224.8 243.9 338.1 218.3 514.0 633.8 899.8

Depreciation and amortization ............................ 33.7 36.2 38.5 29.0 30.6 40.1 66.8 Swap interest expense ......................................... 0.5 — — — — — — Non-floor plan interest expense, net ................... 53.1 54.9 56.7 41.7 43.2 58.2 173.9

EBITDA ................................................................ 312.1 335.0 433.3 289.0 587.8 732.1 1,140.5 Franchise rights impairment ............................... 3.7 7.1 23.0 23.0 — — — Real estate related charges .................................. — 0.6 0.7 0.7 2.1 2.1 2.1 Gain on sale of real estate ................................... — (0.3) (0.3) (0.3) (1.9) (1.9) (1.9) Legal settlements ................................................ (0.7) (0.6) (2.1) (2.1) (3.5) (3.5) (3.5) Professional fees associated with acquisitions .... — — — — 3.5 3.5 3.5 Fixed assets write-off .......................................... — 2.4 — — — — — Gain on divestitures ............................................ — (11.7) (62.3) (58.4) (8.0) (11.9) (11.9) Stock-based compensation expenses................... 10.5 12.5 12.6 9.2 12.2 15.6 15.6 Park Place related costs....................................... — — 12.9 12.9 — — — Loss on extinguishment of debt .......................... — — 20.7 20.7 — — —

Adjusted EBITDA ................................................. 325.6 345.0 438.5 294.7 592.2 736.0 1,144.4 Anticipated Cost Savings(a) ................................. 65.0 Closed Acquisitions(b) ......................................... 5.1 Closed Dispositions(c) ......................................... (2.2) Anticipated Acquisitions(d) .................................. 35.8 Anticipated Dispositions(e) .................................. (38.0) Anticipated Medium Term Synergies(f) ............. 75.0

Pro Forma Adjusted EBITDA ............................... 1,285.1 Rent expense(g) .................................................... 48.5

Pro Forma Adjusted EBITDAR(h) .......................... $ 1,333.6

(a) Reflects anticipated annualized run rate cost savings expected at the closing of the LHM Acquisition, consisting of approximately $60.0 million in reduced

corporate costs due to the elimination of family management fees and approximately $5.0 million in reduced costs associated with certain information technology and advertising contracts.

(b) Reflects the annualized EBITDA contribution for the LTM Period of an estimated $5.1 million in the aggregate for three dealership acquisitions that have closed, but are not fully reflected in the as reported LTM Period.

(c) Reflects the elimination of the annualized EBITDA contribution for the LTM Period of $2.2 million from the two dealership dispositions that have closed but are not fully reflected in the as reported LTM Period.

(d) Reflects the annualized EBITDA contribution for the LTM Period of an estimated $35.8 million in the aggregate for eight dealership acquisitions that are under contract to close, but are not fully reflected in the as reported LTM Period.

(e) Reflects the elimination of annualized EBITDA contribution for the LTM Period of approximately $38.0 million for the anticipated disposition of six dealerships as a result of negotiations with OEMs in connection with the LHM Acquisition.

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(f) Reflects anticipated annualized run-rate operating synergies over the medium term following the closing of the LHM Acquisition of approximately $75.0 million, inclusive of approximately $10.0 million of costs we expect to incur to realize such operating synergies. These operating synergies are expected to result primarily from the integration of the TCA Insurance Business’s services across our dealership portfolio.

(g) For the LTM Period, reflects third party rental expense of approximately $40.1 million for the Company and $5.5 million for the LHM Business and $2.0 million for the net impact of anticipated dealership acquisitions and divestitures.

(h) Includes adjustment of $15.4 million related to non-cash equity compensation expense.

(5) Adjusted EBITDA Margin means Adjusted EBITDA divided by total revenue. Pro Forma Adjusted EBITDA Margin means Pro Forma Adjusted EBITDA divided by pro forma total revenue.

(6) The Pro Forma Fixed Charge Coverage ratio is calculated by dividing Pro Forma EBITDAR less allowable capital expenditures, by the total of the following (a) other interest expense, net, (b) scheduled amortization resulting from increased principal payments from borrowings on the real estate facility, (c) combined pro forma rent expense, and (d) combined pro forma income tax expense. The Pro Forma Fixed Charge Coverage ratio does not include the impact of floor plan interest expense. For the pro forma LTM Period, fixed charges represented $495.1 million.

(7) Secured debt as of September 30, 2021, after giving pro forma effect to the Transactions and the Other Transactions, is $1.2 billion (excluding net floor plan notes payable of $625.4 million under the floor plan facility).

(8) Total debt as of September 30, 2021, after giving pro forma effect to the Transactions and the Other Transactions, reflects long-term debt, including current portion, of $3.6 billion (excluding net floor plan notes payable of $625.4 million under the floor plan facility).

(9) The ratio of Lease Adjusted Leverage to Pro Forma Adjusted EBITDAR is calculated by dividing Pro Forma Lease Adjusted Debt by Pro Forma EBITDAR. Pro Forma Lease Adjusted Debt is equal to total indebtedness less floor plan notes payable, and plus an amount equal to six times the pro forma rent expense.

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SUMMARY HISTORICAL COMBINED FINANCIAL INFORMATION OF THE LHM BUSINESS

The following tables present the summary historical combined financial and operating information of the LHM Business for the periods indicated on a combined basis with certain elimination for intercompany transactions. The summary historical combined financial information for the LHM Business as of and for the years ended December 31, 2020 and 2019 and the nine months ended September 30, 2021 and 2020 have not been prepared in accordance with GAAP and reflect the “Total LHM” column set forth under “Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company.” The income statement data for the LHM Business as of and for the years ended December 31, 2019 and 2020 and for the nine months ended September 30, 2021 and 2020 is derived from each of Dealership Business’s, Real Estate Business’s and Insurance Business’s audited historical combined financial statements, respectively, and historical unaudited combined financial statements, respectively, incorporated by reference herein. The summary statements of operations data and other selected data for the LTM Period has been derived by taking the historical audited consolidated statement of operations for the LHM Business for the year ended December 31, 2020, respectively, less the historical unaudited consolidated statement of operations for the LHM Business for the nine months ended September 30, 2020, plus the historical audited consolidated statement of operations for the LHM Business for the nine months ended September 30, 2021.

This information is only a summary and should be read in conjunction with “Special Note Regarding Non-GAAP Financial Measures,” “Risk Factors,” “Summary—The Transactions,” “Risk Factors,” “Capitalization” and the audited and unaudited consolidated financial statements of the LHM Business and the accompanying notes incorporated by reference herein, as well as the other financial information included herein.

LHM Business Year Ended

December 31,

LHM Business Nine Months

Ended September 30,

LHM Business Last Twelve

Months Ended September 30,

2019 2020 2020 2021 2021 (dollars in millions, except per share data)

Income Statement Data: Revenue

New vehicle ........................................... $2,535.0 $2,600.7 $1,867.3 $2,255.5 $2,988.9 Used vehicle .......................................... 1,578.9 1,503.9 1,150.9 1,425.2 1,778.2

Parts and service .................................. 587.3 589.5 437.0 493.6 646.1 Finance and insurance,

net ..................................................... 273.6 243.5 181.3 214.8 277.0 Other ...................................................... 0.8 0.8 0.5 1.6 1.9

Total Revenue 4,975.6 4,938.4 3,637.0 4,390.7 5,692.1 Total Cost of Sales 4,163.1 4,101.2 3,026.9 3,557.7 4,632.0 Gross Profit 812.5 837.2 610.1 833.0 1,060.1

Selling, general and administrative ........ 613.3 557.9 410.4 512.4 659.9 Depreciation and amortization ............... 25.5 25.4 19.2 18.1 24.3 Franchise rights and goodwill

impairment ......................................... 26.0 7.4 ⸺ ⸺ 7.4 Other operating (income) expense, net ... ⸺ ⸺ ⸺ 0.2 0.2

Income from Operations 147.7 246.5 180.5 302.3 368.3 Other Expenses (Income)

Floor plan interest expense ..................... 28.6 12.1 10.2 4.0 5.9 Other interest expense, net ...................... 24.0 22.3 16.2 9.9 16.0 Other (income) expense .......................... (3.2) ⸺ ⸺ ⸺ ⸺ Total other expenses, net ........................ 49.4 34.4 26.4 13.9 21.9

Income before Income Tax 98.3 212.1 154.1 288.4 346.4 Income tax expense ................................ 1.5 1.6 0.9 1.7 2.4

Net Income $ 96.8 $ 210.5 $ 153.2 $ 286.7 $ 344.0 Other Selected Data:

Adjusted EBITDA(1) ............................... $ 394.1 Unit Sales

New vehicle unit sales ............................ 65,882 62,744 45,743 50,667 67,668 Used vehicle unit sales ........................... 53,655 50,020 39,088 40,205 51,137 Total unit sales ....................................... 119,537 112,764 84,831 90,872 118,805

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(1) We define EBITDA for the LHM Business as net income plus income tax expense, depreciation and amortization, swap and non-floor plan interest expense. We define Adjusted EBITDA for the LHM Business as EBITDA as adjusted for any (gain) loss on non-recurring or non-core items from time to time such as franchise rights impairment, real estate related charges, legal settlements, fixed assets write-offs, dealership and real estate divestitures, potential fees associated with acquisitions, and stock-based compensation expenses, among others. We believe the use of EBITDA and Adjusted EBITDA along with GAAP financial measures enhances the understanding of our operating results and may be useful to investors in comparing our operating performance with that of our competitors and estimating our enterprise value. EBITDA and Adjusted EBITDA are also useful tools in evaluating our core operating results given the significant variation that can result in any period from non-recurring or non-core items.

EBITDA and Adjusted EBITDA are not measurements of our financial performance recognized under GAAP. EBITDA and Adjusted EBITDA are used in addition to and in conjunction with results presented in accordance with GAAP, and should be considered as a supplement to, and not as a substitute for, net income or any other performance measure calculated or derived in accordance with GAAP. Furthermore, this measure is not necessarily comparable to similarly titled measures employed by other companies. EBITDA and Adjusted EBITDA has limitations as an analytical tool as it should not be considered in isolation or as a substitute for analysis of our results of operations as reported under GAAP.

The following provides a numerical reconciliation of EBITDA and Adjusted EBITDA to net income, which is the most directly comparable financial measure prepared in accordance with GAAP:

Last Twelve Months Ended

September 30, 2021

(in millions) Net income .......................................................... $ 344.0

Income tax expense .................................. 2.4 Income before income taxes ................................ 346.4

Depreciation and amortization ................. 24.3 Non-floor plan interest expense, net ......... 16.0

EBITDA .............................................................. 386.7 Franchise rights impairment ..................... 7.4

Adjusted EBITDA .............................................. 394.1 Pro forma adjustments(1) .................................... 14.3 Adjusted EBITDA with pro forma adjustments .. 408.4 Anticipated cost savings ..................................... 65.0 Adjusted EBITDA with cost savings and pro

forma adjustments ......................................... $ 473.4

(1) Pro forma adjustments consist of $13.7 million related to LIFO adjustments and $1.6 million in floor plan interest expenses offset by $1.0 million related to the amortization of definite-lived intangible assets.

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RISK FACTORS

An investment in any of the two series of Notes is subject to a number of risks. You should carefully consider the following risk factors as well as the other information and data included in this offering memorandum prior to making an investment in either series of Notes. The risks described below could materially adversely affect our business, financial condition, cash flows or results of operations, in which case you could lose all or part of your original investment.

Risks Related to the Business

Operating Risks Disruptions in the production and delivery of new vehicles and parts from manufacturers due to the lack of availability of

parts and key components from suppliers, such as semiconductor chips and other component parts and supplies, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Historically, we have generated a significant portion of our revenue through new vehicle sales, and new vehicle sales also

tend to lead to sales of higher-margin products and services, such as F&I products and vehicle-related parts and service. We rely exclusively on the various vehicle manufacturers for our new vehicle inventory and maintenance and replacement parts inventory. As a result, our profitability is dependent to a great extent on various aspects of vehicle manufacturers’ operations and timely delivery of new vehicles and parts.

Due to a variety of factors, including the impacts of the COVID-19 pandemic and significant shortages of semiconductors

and rubber-based products, certain automotive manufacturers and other suppliers have suspended or slowed production of new vehicles, parts and other supplies. These delays have negatively impacted our new vehicle and parts inventory levels, with parts shortages in turn adversely impacting our service and collision repair business. We cannot predict with any certainty how long the automotive retail industry will continue to be subject to these shortages or when normalized production will resume at these manufacturers. Any prolonged shortages could have a material adverse effect on our business, results of operations, financial condition, and cash flows. The novel coronavirus disease (COVID-19) global pandemic had, and may continue to have, a material adverse impact on our business, financial condition and results of operations.

The COVID-19 global pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. We expect the COVID-19 global pandemic may continue to have an adverse impact on our business, our results of operations, financial condition and liquidity. The extent of the impact of the COVID-19 global pandemic on our business, such as our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on uncertain and unpredictable future developments, including the duration and scope of the pandemic.

Any significant reduction in consumer visits to, or spending at, our dealerships caused by COVID-19, would result in a loss of sales and profits and other material adverse effects. Voluntary or mandatory self-quarantine or “shelter-in-place” measures may reduce customer visits to our dealerships. We also expect consumer fears about contracting the virus to continue, which may further reduce traffic to our dealerships. Consumer spending generally may also be negatively impacted by general macroeconomic conditions and consumer confidence, including the impacts of any recession, resulting from the COVID-19 global pandemic. For example, COVID-19 has resulted in employee furloughs and increased unemployment across the United States, thereby reducing consumer demand for our products and services, as well as the number of consumers who would qualify for an extension of credit for a vehicle purchase or a lease, either on favorable terms or at all. All of these factors may negatively impact sales and profitability.

Our profitability is, to a great extent, dependent on various aspects of vehicle manufacturers’ operations. As a result of COVID-19, certain vehicle manufacturers and other suppliers have ceased or slowed production of new vehicles, parts and other supplies. We cannot predict with any certainty how long these production slowdowns in the automotive retail industry will persist and when normalized production will resume at these manufacturers. This disruption in our supply network has negatively impacted, and will continue to impact, our ability to maintain a desirable mix of popular new vehicles and parts that consumers demand at the time and in the volumes desired, all of which would adversely impact our revenues. While the supply disruption has reduced our new vehicle inventory supply, it has positively impacted our gross profit per vehicle retailed. As new vehicle inventories return to historic levels we would expect our new vehicle gross profit to return to pre-COVID levels.

Our principal intangible assets are goodwill and our rights under our franchise agreements with vehicle manufacturers. Goodwill and franchise rights are subject to impairment assessments at least annually or more frequently when events or changes in circumstances indicate that an impairment may have occurred. The effects of the COVID-19 global pandemic on the operating results

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of our business have resulted in a $23.0 million non-cash impairment charge related to our intangible manufacturer franchise rights assets in the first quarter of 2020. We cannot accurately predict the amount and timing of any additional impairment charge at this time; however, any such impairment charge could have an adverse effect on our results of operations and stockholders’ equity.

In addition, the impact of the COVID-19 global pandemic on macroeconomic conditions may impact the proper functioning of financial and capital markets, foreign currency exchange rates, commodity prices and interest rates. Even after the COVID-19 global pandemic has subsided, we may continue to experience adverse impacts to our business as a result of an economic recession or depression that has occurred or may occur in the future. The continued disruption of global financial markets as a result of the COVID-19 global pandemic could have a negative impact on our ability to access capital in the future.

As information regarding the duration and severity of the COVID-19 global pandemic continues to evolve, the extent of its impact on our business is highly uncertain and difficult to predict. At this time, we cannot reasonably estimate the duration and severity of the COVID-19 global pandemic, or the overall impact it may have on our business. Even after the COVID-19 global pandemic has subsided, we may continue to experience adverse impacts to our business as a result of increased unemployment and any economic recession or depression that has occurred or may occur in the future. Any of these events could amplify the other risks and uncertainties described below and could materially adversely affect our business, financial condition, results of operations and/or stock price.

Property loss or other uninsured liabilities could have a material adverse impact on our results of operations.

We are subject to substantial risk of property loss due to the significant concentration of property at dealership locations, including vehicles and parts. We have historically experienced business interruptions from time to time at several of our dealerships, due to actual or threatened adverse weather conditions or natural disasters, such as hurricanes, earthquakes, tornadoes, floods, hail storms or other extraordinary events. Concentration of property at dealership locations also makes the automotive retail business particularly vulnerable to theft, fraud and misappropriation of assets. Illegal or unethical conduct by employees, customers, vendors, and unaffiliated third parties can result in loss of assets, disrupt operations, impact brand reputation, jeopardize manufacturer and other relationships, result in the imposition of fines or penalties, and subject us to governmental investigations or lawsuits. While we maintain insurance to protect against a number of losses, this insurance coverage often contains significant deductibles. In addition, we “self-insure” a portion of our potential liabilities, meaning we do not carry insurance from a third-party for such liabilities, and are wholly responsible for any related losses including for certain potential liabilities that some states prohibit the maintenance of insurance to protect against. In certain instances, our insurance may not fully cover a loss depending on the applicable deductible or the magnitude and nature of the claim. Additionally, changes in the cost or availability of insurance in the future could substantially increase our costs to maintain our current level of coverage or could cause us to reduce our insurance coverage and increase our self-insured risks. To the extent we incur significant additional costs for insurance, suffer losses that are not covered by in-force insurance or suffer losses for which we are self-insured, our financial condition, results of operations and cash flows could be materially adversely impacted.

If we are unable to acquire and successfully integrate additional dealerships into our business, our revenue and earnings growth may be adversely affected.

We believe that the automotive retailing industry is a mature industry whose sales are significantly impacted by the prevailing economic climate, both nationally and in local markets. Accordingly, we believe that our future growth depends in part on our ability to manage expansion, control costs in our operations and acquire and effectively integrate acquired dealerships into our organization. When seeking to acquire other dealerships, we often compete with several other national, regional and local dealership groups, and other strategic and financial buyers, some of which may have greater financial resources than us. Competition for attractive acquisition targets may result in fewer acquisition opportunities for us and we may have to forgo acquisition opportunities to the extent we cannot negotiate such acquisitions on acceptable terms.

We also face additional risks commonly encountered with growth through acquisitions, including through the LHM Acquisition. These risks include, but are not limited to: (i) failing to obtain manufacturers’ consents to acquisitions of additional franchises; (ii) incurring significant transaction-related costs for both completed and failed acquisitions; (iii) incurring significantly higher capital expenditures and operating expenses; (iv) failing to integrate the operations and personnel of the acquired dealerships and impairing relationships with employees; (v) incorrectly valuing entities to be acquired or incurring undisclosed liabilities at acquired dealerships; (vi) disrupting our ongoing business and diverting our management resources to newly acquired dealerships; (vii) failing to achieve expected performance levels; and (viii) impairing relationships with manufacturers and customers as a result of changes in management.

We may not adequately anticipate all the demands that our growth will impose on our personnel, procedures and structures, including our financial and reporting control systems, data processing systems, and management structure. Moreover, our failure to retain qualified management personnel at any acquired dealership may increase the risks associated with integrating the acquired dealership. If we cannot adequately anticipate and respond to these demands, we may fail to realize acquisition synergies and our resources will be focused on incorporating new operations into our structure rather than on areas that may be more profitable.

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We are a holding company and, as a result, are dependent on our operating subsidiaries to generate sufficient cash and distribute cash to us to service our indebtedness and fund our ongoing operations.

Our ability to make payments on our indebtedness and fund our ongoing operations depends on our operating subsidiaries’ ability to generate cash in the future and distribute that cash to us. It is possible that our subsidiaries may not generate cash from operations in an amount sufficient to enable us to service our indebtedness. In addition, many of our subsidiaries are required to comply with the provisions of franchise agreements, dealer agreements, other agreements with manufacturers, mortgages, and credit facilities. Many of these agreements contain minimum working capital or net worth requirements, and are subject to change. Although the requirements contained in these agreements did not restrict our subsidiaries from distributing cash to us as of September 30, 2021, unexpected changes to our franchise agreements, dealer agreements or other agreements with manufacturers could require us to alter the manner in which we distribute or use cash. If our operating subsidiaries are unable to generate and distribute sufficient cash to us to service our indebtedness and fund our ongoing operations, our financial condition may be materially adversely affected.

Our inability to execute a substantial portion of our strategic plan could have an adverse effect on our business, results of operations, financial condition and cash flows.

Our inability to execute a substantial portion of our business strategy, including our five-year strategic plan, could adversely affect our business, results of operations, financial condition and cash flows. We seek to execute on our strategic plan using a variety of growth efforts including driving same-store revenue growth, acquiring additional revenue through strategic acquisitions and adding incremental revenue through our Clicklane platform. Many of the factors that impact our ability to execute our strategic plan, such as the advancement of certain technologies, general economic conditions and legal and regulatory obstacles are beyond our control. We may not adequately anticipate all the demands that our growth will impose on our personnel, procedures and structures, including our financial and reporting control systems, data processing systems, and management structure. Furthermore, we may decide to alter or discontinue aspects of our strategic plan and may adopt alternative or additional strategies in response to business or competitive factors or other factors or events beyond our control. We cannot give assurance that we will be able to execute a substantial portion of our strategic plan which could have a material adverse effect on our financial condition, results of operations, and cash flows.

Goodwill and manufacturer franchise rights comprise a significant portion of our total assets. We must test our goodwill and manufacturer franchise rights for impairment at least annually, which could result in a material, non-cash write-down of goodwill or manufacturer franchise rights and could have a material adverse effect on our results of operations and stockholders’ equity.

Our principal intangible assets are goodwill and our rights under our franchise agreements with vehicle manufacturers. Goodwill and indefinite-lived intangible assets, including manufacturer franchise rights, are subject to impairment assessments at least annually (or more frequently when events or changes in circumstances indicate that an impairment may have occurred) by applying a qualitative or quantitative assessment. A decrease in our market capitalization or profitability increases the risk of goodwill impairment. The fair value of our manufacturer franchise rights is determined by discounting a subset of the projected cash flows at a dealership that we attribute to the value of the franchise. Changes to the business mix or declining cash flows in a dealership increase the risk of impairment.

During the first quarter of 2020, we recorded a $23.0 million non-cash impairment charge related to our intangible manufacturer franchise rights. We cannot accurately predict the amount and timing of any additional impairment charge at this time; however, any such impairment charge could have an adverse effect on our results of operations and stockholders’ equity.

During the years ended December 31, 2019 and 2018, we recognized $7.1 million and $3.7 million, respectively, in pre-tax non-cash impairment charges associated with manufacturer franchise rights recorded at certain dealerships.

Risks Related to Macroeconomic and Market Conditions

The automotive retail industry is sensitive to unfavorable changes in general economic conditions and various other factors that could affect demand for our products and services, which could have a material adverse effect on our business, our ability to implement our strategy and our results of operations.

Our future performance will be impacted by general economic conditions including: changes in employment levels; consumer demand, preferences and confidence levels; the availability and cost of credit; fuel prices; levels of discretionary personal income; and interest rates. We also are subject to economic, competitive and other conditions prevailing in the various markets in which we operate, even if those conditions are not prominent nationally.

Retail vehicle sales are cyclical and historically have experienced periodic downturns characterized by oversupply and weak demand, which could result in a need for us to lower the prices at which we sell vehicles, which would reduce our revenue per vehicle sold and our margins. Additionally, a shift in consumer’s vehicle preferences driven by pricing, fuel costs or other factors may have a material adverse effect on our revenues, margins and results of operations.

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Changes in general economic conditions may make it difficult for us to execute our business strategy. In such an event, we may be required to enter into certain transactions in order to generate additional cash, which may include, but not be limited to, selling certain of our dealerships or other assets or increasing borrowings under our existing, or any future, credit facilities. There can be no assurance that, if necessary, we would be able to enter into any such transactions in a timely manner or on reasonable terms, if at all. Furthermore, in the event we were required to sell dealership assets, the sale of any material portion of such assets could have a material adverse effect on our revenue and profitability.

Adverse conditions affecting one or more of the vehicle manufacturers with which we hold franchises or their inability to deliver a desirable mix of vehicles that our consumers demand, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Historically, we have generated most of our revenue through new vehicle sales, and new vehicle sales also tend to lead to sales of higher-margin products and services, such as F&I products and vehicle-related parts and service. As a result, our profitability is dependent to a great extent on various aspects of vehicle manufacturers’ operations, many of which are outside of our control. Our ability to sell new vehicles is dependent on manufacturers’ ability to design and produce, and willingness to allocate and deliver to our dealerships, a desirable mix of popular new vehicles that consumers demand. Popular vehicles may often be difficult to obtain from manufacturers for a number of reasons, including the fact that manufacturers generally allocate their vehicles to dealerships based on sales history and capital expenditures associated with such dealerships. Further, if a manufacturer fails to produce desirable vehicles or develops a reputation for producing undesirable vehicles or produces vehicles that do not comply with applicable laws or government regulations, and we own dealerships which sell that manufacturer’s vehicles, our revenues from those dealerships could be adversely affected as consumers shift their vehicle purchases away from that brand.

Although we seek to limit our dependence on any one vehicle manufacturer, there can be no assurance that the brand mix allocated and delivered to our dealerships by the manufacturers will be appropriate or sufficiently diverse to protect us from a significant decline in the desirability of vehicles manufactured by a particular manufacturer or disruptions in a manufacturer’s ability to produce vehicles. For the LTM Period, manufacturers representing 5% or more of our revenues from new vehicle sales were as follows:

Manufacturer (Vehicle Brands):

% of Total New Vehicle

Revenues Toyota Motor Sales, U.S.A., Inc. (Toyota and Lexus) 25% American Honda Motor Co., Inc. (Honda and Acura) 19% Mercedes-Benz USA, LLC (Mercedes-Benz and Sprinter) 12% Ford Motor Company (Ford and Lincoln) 6% Nissan North America, Inc. (Nissan and Infiniti) 6% BMW of North America, LLC (BMW and Mini) 6%

Similar to automotive retailers, vehicle manufacturers may be affected by the long-term U.S. and international economic climate. In addition, we remain vulnerable to other matters that may impact the manufacturers of the vehicles we sell, many of which are outside of our control, including: (i) changes in their respective financial condition; (ii) changes in their respective marketing efforts; (iii) changes in their respective reputation; (iv) manufacturer and other product defects, including recalls; (v) changes in their respective management; (vi) disruptions in the production and delivery of vehicles and parts due to natural disasters or other reasons (for example, anticipated shortages in the supply of semiconductor chips may adversely impact the number of vehicles which manufacturers are able to produce); and (vii) issues with respect to labor relations. Our business is highly dependent on consumer demand and brand preferences for our manufacturers’ products. Manufacturer recall campaigns are a common occurrence that have accelerated in frequency and scope. Manufacturer recall campaigns could (i) adversely affect our new and used vehicle sales or customer residual trade-in valuations, (ii) cause us to temporarily remove vehicles from our inventory, (iii) force us to incur increased costs, and (iv) expose us to litigation and adverse publicity related to the sale of recalled vehicles, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Vehicle manufacturers that produce vehicles outside of the U.S. are subject to additional risks including changes in quotas, tariffs or duties, fluctuations in foreign currency exchange rates, regulations governing imports and the costs related thereto, and foreign governmental regulations.

Adverse conditions that materially affect a vehicle manufacturer and its ability to profitably design, market, produce or distribute desirable new vehicles could in turn materially adversely affect our ability to (i) sell vehicles produced by that manufacturer, (ii) obtain or finance our new vehicle inventories, (iii) access or benefit from manufacturer financial assistance programs, (iv) collect in full or on a timely basis any amounts due therefrom and/or (v) obtain other goods and services provided by the impacted manufacturer. In addition, we depend on manufacturers’ ability to design, produce and supply parts to us and any failure to do so

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could have a material adverse effect on our parts and services business. Our business, results of operations, financial condition and cash flows could be materially adversely affected as a result of any event that has an adverse effect on any vehicle manufacturer.

In addition, if a vehicle manufacturer’s financial condition worsens and it seeks protection from creditors in bankruptcy or similar proceedings, or otherwise under the laws of its jurisdiction of organization, (i) the manufacturer could seek to terminate or reject all or certain of our franchises, (ii) if the manufacturer is successful in terminating all or certain of our franchises, we may not receive adequate compensation for those franchises, (iii) our cost to obtain financing for our new vehicle inventory may increase or no longer be available from such manufacturer’s captive finance subsidiary, (iv) consumer demand for such manufacturer’s products could be materially adversely affected, especially if costs related to improving such manufacturer’s financial condition are factored into the price of its products, (v) there may be a significant disruption in the availability of consumer credit to purchase or lease that manufacturer’s vehicles or negative changes in the terms of such financing, which may negatively impact our sales or (vi) there may be a reduction in the value of receivables and inventory associated with that manufacturer, among other things. The occurrence of any one or more of these events could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Furthermore, the automotive manufacturing supply chain spans the globe. As such, supply chain disruptions resulting from natural disasters, adverse weather and other events may affect the flow of vehicle and parts inventories to us or our manufacturing partners. For example, in early 2020, the outbreak of a novel coronavirus in Wuhan, China led to quarantines of a significant number of cities across the United States and other countries and widespread disruptions to travel and economic activity. Until such time as the coronavirus is fully contained, we may continue to experience disruptions in the (i) supply of vehicle and parts inventories, (ii) ability and willingness of our customers to visit our stores to purchase products or service their vehicles and (iii) overall health of our labor force. At this time, it is unclear what effect, if any, the outbreak and resulting disruptions may continue to have on the automotive manufacturing vehicle and parts supply chain, the health of our labor force and the ability and willingness of our customers to visit our stores to purchase products or service their vehicles. Such disruptions could have a material adverse effect on our business, results of operations, financial condition, and cash flows.

Substantial competition in automobile sales and services may have a material adverse effect on our results of operations.

The automotive retail and service industry is highly competitive with respect to price, service, location, and selection. Our competition includes: (i) franchised automobile dealerships in our markets that sell the same or similar new and used vehicles; (ii) privately negotiated sales of used vehicles; (iii) other used vehicle retailers, including regional and national vehicle rental companies; (iv) companies with a primarily internet-based business model, such as Carvana, and used vehicle brokers that sell used vehicles to consumers; (v) service center and parts supply chain stores; and (vi) independent service and repair shops.

We do not have any cost advantage over other retailers in purchasing new vehicles from manufacturers. We typically rely on our advertising, merchandising, sales expertise, service reputation, strong local branding and dealership location to sell new vehicles. Because our dealer agreements only grant us a non-exclusive right to sell a manufacturer’s product within a specified market area, our revenues, gross profit and overall profitability may be materially adversely affected if competing dealerships expand their market share. Further, our vehicle manufacturers may decide to award additional franchises in our markets in ways that negatively impact our sales.

The internet has become a significant part of the advertising and sales process in our industry. Customers are using the internet to shop, and compare prices, for new and used vehicles, automotive repair and maintenance services, F&I products and other automotive products. If we are unable to effectively use the internet to attract customers to our own online channels, such as our Clicklane platform, and mobile applications, and, in turn, to our stores, our business, financial condition, results of operations and cash flows could be materially adversely affected. Additionally, the growing use of social media by consumers increases the speed and extent that information and opinions can be shared, and negative posts or comments on social media about us or any of our stores could damage our reputation and brand names, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Additionally, if one or more companies are permitted to circumvent the state franchise laws of several states in the United States, such as Tesla, thereby permitting them to sell their new vehicles directly to consumers without the requirements of establishing a dealer network, they may be able to have a competitive advantage over the traditional dealers, which could have a

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material adverse effect on our sales in those states, which in turn, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are dependent upon our relationships with the manufacturers of vehicles that we sell and are subject to restrictions imposed by, and significant influence from, these vehicle manufacturers. Any of these restrictions or any changes or deterioration of these relationships could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are dependent on our relationships with the manufacturers of the vehicles we sell, which have the ability to exercise a great deal of control and influence over our day-to-day operations, as a result of the terms of our dealer, framework and related agreements. We may obtain new vehicles from manufacturers, service vehicles, sell new vehicles and display vehicle manufacturers’ trademarks only to the extent permitted under these agreements. The terms of these agreements may conflict with our interests and objectives and may impose limitations on key aspects of our operations, including acquisition strategy and capital spending.

For example, manufacturers can set performance standards with respect to sales volume, sales effectiveness and customer satisfaction, and require us to obtain manufacturer consent before we can acquire dealerships selling a manufacturer’s automobiles. From time to time, we may be precluded under agreements with certain manufacturers from acquiring additional franchises, or subject to other adverse actions, to the extent we are not meeting certain performance criteria at our existing stores (with respect to matters such as sales volume, customer satisfaction and sales effectiveness) until our performance improves in accordance with the agreements, subject to applicable state franchise laws. In addition, many vehicle manufacturers place limits on the total number of franchises that any group of affiliated dealerships may own and certain manufacturers place limits on the number of franchises or share of total brand vehicle sales that may be maintained by an affiliated dealership group on a national, regional or local basis, as well as limits on store ownership in contiguous markets. If we reach any of these limits, we may be prevented from making further acquisitions, or we may be required to dispose of certain dealerships, which could adversely affect our future growth. We cannot provide assurance that manufacturers will approve future acquisitions timely, if at all, which could significantly impair the execution of our acquisition strategy.

In addition, certain manufacturers use a dealership’s manufacturer-determined customer satisfaction index (“CSI”) score as a factor governing participation in incentive programs. To the extent we do not meet minimum score requirements, our future payments may be materially reduced or we may be precluded from receiving certain incentives, which could materially adversely affect our business, financial condition, results of operations and cash flows.

Manufacturers also typically establish facilities and minimum capital requirements for dealerships on a case-by-case basis. In certain circumstances, including as a condition to obtaining consent to a proposed acquisition, a manufacturer may require us to remodel, upgrade or move our facilities, and capitalize the subject dealership at levels we would not otherwise choose to fund, causing us to divert our financial resources away from uses that management believes may be of higher long-term value to us. Delays in obtaining, or failing to obtain, manufacturer consent, would impede our ability to execute acquisitions that we believe would integrate well with our overall strategy and limit our ability to expand our business.

Manufacturers can also establish new franchises or relocate existing franchises, subject to applicable state franchise laws. The establishment or relocation of franchises in our markets could have a material adverse effect on the business, financial condition and results of operations of our dealerships in the market in which the action is taken.

Manufacturers may also limit our ability to divest one or more of our dealerships in a timely manner or at all. Most of our dealer agreements provide the manufacturer with a right of first refusal to purchase any of the manufacturer’s franchises we seek to sell. Divestitures may also require manufacturer consent and failure to obtain consent would require us to find another potential buyer or wait until the buyer is able to meet the requirements of the manufacturer. A delay in the sale of a dealership could have a negative impact on our business, financial condition, results of operations, and cash flows.

Manufacturers may terminate or may not renew our dealer and framework agreements, or may compel us to divest our dealerships, for a number of reasons, including default under the agreement, any unapproved change of control (which specific changes vary from manufacturer to manufacturer, but which include material changes in the composition of our Board of Directors during a specified time period, the acquisition of 5% or more of our voting stock by another vehicle manufacturer or distributor, the acquisition of 20% or more of our voting stock by third parties, and the acquisition of an ownership interest sufficient to direct or influence management and policies), or certain other unapproved events (including certain extraordinary corporate transactions such as a merger or sale of all or substantially all of our assets). Triggers of these clauses are often based upon actions by our stockholders and are generally outside of our control. Restrictions on any unapproved changes of ownership or management may adversely impact our value, as they may prevent or deter prospective acquirers from gaining control of us. In addition, actions taken by a manufacturer to exploit its bargaining position in negotiating the terms of renewals of franchise agreements or otherwise, could also have a material adverse effect on our revenues and profitability.

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There can be no assurances that we will be able to renew our dealer and framework agreements on a timely basis, on acceptable terms, or at all. Our business, financial condition and results of operations may be materially adversely affected to the extent that our rights become compromised or our operations are restricted due to the terms of our dealer or framework agreements or if we lose franchises representing a significant percentage of our revenues due to termination or failure to renew such agreements.

If vehicle manufacturers reduce or discontinue sales incentive, warranty or other promotional programs, our financial condition, results of operations and cash flows may be materially adversely affected.

We benefit from certain sales incentive, warranty, and other promotional programs of vehicle manufacturers that are intended to promote and support their respective new vehicle sales. Key incentive programs include: (i) customer rebates on new vehicles; (ii) dealer incentives on new vehicles; (iii) special financing or leasing terms; (iv) warranties on new and used vehicles; and (v) sponsorship of used vehicle sales by authorized new vehicle dealers. Vehicle manufacturers often make many changes to their incentive programs. Any reduction or discontinuation of manufacturers’ incentive programs for any reason, including a supply and demand imbalance, may reduce our sales volume which, in turn, could have a material adverse effect on our results of operations, cash flows, and financial condition.

Certain trends relating to the COVID-19 pandemic and semiconductor shortage have positively impacted our business, but there can be no assurances that these impacts will be sustained through the remainder of the pandemic or in subsequent periods.

Certain trends relating to the COVID-19 pandemic and semiconductor shortage have positively impacted our business as consumer demand for our vehicles have sustained while the COVID-19 pandemic and semiconductor shortage has raised prices. While we expect the semiconductor shortage to decline following the COVID-19 pandemic, it is difficult to ascertain with precision the positive impact to our business attributable to the semiconductor shortage, and there can be no assurances that these positive trends during the COVID-19 pandemic will be sustained through the remainder of the pandemic or in subsequent periods.

Technological advances, including increases in ride sharing applications, electric vehicles and autonomous vehicles in the long-term could have a material adverse effect on our business.

The automotive industry is predicted to experience change over the long-term. Shared vehicle services such as Uber and Lyft provide consumers with increased choice in their personal mobility options. The effect of these and similar mobility options on the retail automotive industry is uncertain, and may include lower levels of new vehicles sales. In addition, technological advances are facilitating the development of driverless vehicles. The eventual timing of widespread availability of driverless vehicles is uncertain due to regulatory requirements, additional technological requirements, and uncertain consumer acceptance of these vehicles. The effect of driverless vehicles on the automotive retail industry is uncertain and could include changes in the level of new and used vehicles sales, the price of new vehicles, and the role of franchised dealers, any of which could materially adversely affect our business, financial condition, results of operations and cash flows. The widespread adoption of electric and battery powered vehicles also could have a material adverse effect on the profitability of our parts and service business.

Risks Related to the LHM Acquisition

The LHM Acquisition, if consummated, will create numerous risks and uncertainties which could adversely affect our business and results of operations.

After consummation of the LHM Acquisition, we will have significantly more sales, assets and employees than we did prior to the transaction. The integration process will require us to expend significant capital and significantly expand the scope of our operations and financial systems. Our management will be required to devote a significant amount of time and attention to the process of integrating the operations of our business with that of the Dealership Entities, the TCA Entities and the Real Estate Entities. There is a significant degree of difficulty and management involvement inherent in that process.

These difficulties include:

• integrating the operations of the LHM Business while carrying on the ongoing operations of our business;

• managing a significantly larger company than before consummation of the LHM Acquisition;

• the possibility of faulty assumptions underlying our expectations regarding the integration process, including, among other things, unanticipated delays, costs or inefficiencies;

• the effects of unanticipated liabilities;

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• operating a more diversified business;

• integrating two separate business cultures, which may prove to be incompatible;

• operating the TCA Insurance Business, including our ability to obtain and maintain all necessary regulatory approvals;

• attracting and retaining the necessary personnel associated with the LHM Business following the LHM Acquisition;

• creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters;

• integrating information, purchasing, accounting, finance, sales, billing, payroll and regulatory compliance systems; and

• broader national footprint including states in which we may not have previously done business.

As private companies, the Dealership Entities, TCA Entities and Real Estate Entities are not required to obtain an audit of its internal control over financial reporting or otherwise have such internal control assessed, except to the extent required in connection with audits pursuant to GAAP; however, following the consummation of the LHM Acquisition, they will be subject to the internal control requirements of the Company.

If any of these factors limit our ability to integrate the LHM Business into our operations successfully or on a timely basis, the expectations of future results of operations, including certain run-rate synergies expected to result from the LHM Acquisition, might not be met. As a result, we may not be able to realize the expected benefits that we seek to achieve from the LHM Acquisition, which could also affect our ability to service our debt obligations, including the Notes. In addition, we may be required to spend additional time or money on integration that otherwise would be spent on the development and expansion of our business, including efforts to further expand our product portfolio.

We may be unable to realize the anticipated cost savings or operational improvements or may incur additional and/or unexpected costs in order to realize them.

There can be no assurance that we will be able to realize the anticipated cost savings and medium term operating synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or at all. We anticipate $65 million of cost savings following the LHM Acquisition from reduced corporate costs due to the elimination of family management fees and reduced costs associated with certain information technology and advertising costs. We anticipate annualized run-rate operating synergies over the medium term following the closing of the LHM Acquisition of approximately $75.0 million, inclusive of approximately $10.0 million of costs we expect to incur to realize such operating synergies. These operating synergies are expected to result primarily from the integration of the TCA Insurance Business’s services across our dealership portfolio.

These operating synergies or any cost savings that we expect to realize, including reduced corporate costs due to the elimination of family management fees and certain vendor contracts, may differ materially from our estimates. We cannot provide assurances that these anticipated operating synergies or cost savings will be achieved or that our programs and improvements will be completed as anticipated or at all. In addition, any cost savings that we realize may be offset, in whole or in part, by reductions in revenues or through increases in other expenses.

The projections and assumptions related to operating synergies and cost savings contained in this offering memorandum are based on our current estimates, but they involve risks, uncertainties, projections and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements, express or implied. Neither our independent auditors, nor any other independent auditors, have examined, compiled or performed any procedures with respect to these projections, nor have they expressed any opinion, or any other form of assurance on such information or their achievability. Assumptions relating to these projections involve subjective decisions and judgments with respect to, among other things, the estimated impact of certain operational adjustments, including the reduction in corporate costs and leveraging our scale to reduce costs related to purchasing certain equipment, supplies and services through national vendor relationships, as well the expected integration of the TCA Insurance Business’s services, including vehicle service contracts, prepaid maintenance, protection plans, key and replacement, leased vehicle protection and tire and wheel protection, across our dealership portfolio. Although our management believes these estimates and assumptions to be reasonable, any of the assumptions could be inaccurate and investors should not place undue reliance upon the calculation of Pro Forma Adjusted EBITDA or Pro Forma Adjusted EBITDAR after anticipated cost savings given how they are calculated and the possibility that the underlying estimates and assumptions may ultimately not reflect actual results. Any of the assumptions could be inaccurate and, therefore, there can be no assurance that Pro Forma Adjusted EBITDA or Pro

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Forma Adjusted EBITDAR described herein will prove to be accurate or that the objectives and plans expressed will be achieved. The internal financial projections used to calculate estimated operating synergies and cost savings also do not take into account any circumstances or events occurring after the date on which they were prepared. These internal financial projections reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in these internal financial projections. Accordingly, there can be no assurance that the internal financial projections will be realized or that actual results will not be significantly higher or lower than projected. We undertake no obligation to update or otherwise revise or reconcile these internal financial projections whether as a result of new information, future events or otherwise.

Failure to realize the expected operating synergies or costs savings related to the LHM Acquisition could result in increased costs and have an adverse effect on the Combined Company’s financial results and prospects.

Failure to realize the expected costs savings and operating synergies related to the LHM Acquisition could result in increased costs and have an adverse effect on the Combined Company’s financial results and prospects.

If the LHM Acquisition is consummated, our post-closing recourse for liabilities related to the LHM Business is limited.

As part of the LHM Acquisition, we will assume certain liabilities of the Dealership Entities, TCA Entities and Real Estate Entities. There may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into the LHM Business. In addition, as the LHM Business is integrated, we may learn additional information about such LHM Business, such as unknown or contingent liabilities or other issues relating to the operations of the LHM Business. Any such liabilities or issues, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. Under the Equity Purchase Agreement, the Sellers will be liable for certain breaches of representations, warranties and covenants but our recovery may be contingent upon the aggregate damages arising out of any such breaches exceeding specified dollar thresholds and is subject to other time-based and monetary-based limitations. Accordingly, we may not be able to enforce certain claims against the sellers with respect to liabilities of the LHM Business.

We do not currently control the LHM Business and will not control the LHM Business until completion of the LHM Acquisition.

We do not currently control the LHM Business and will not control the LHM Business until completion of the LHM Acquisition. The Equity Purchase Agreement imposes certain limitations on how the LHM Business are managed, but we cannot assure you that the LHM Business will be operated in the same way as it would be under our control.

The pro forma financial information in this offering memorandum may not be reflective of our operating results and financial condition following the Transactions, particularly if less than all of the assets of the LHM Business are acquired.

The pro forma financial information included in this offering memorandum is derived from our and the LHM Business’s historical audited and unaudited financial statements. We prepared the pro forma information based upon available information and assumptions and estimates that we believe are reasonable. This pro forma information may not necessarily reflect what our results of operations and financial position would have been had the Transactions occurred during the periods presented or what our results of operations and financial position will be in the future. For example, the financing, integration, restructuring and transaction costs related to the LHM Acquisition could be higher or lower than currently estimated. Furthermore, if less than all assets of the LHM Business are acquired, then the pro forma financial information included in this offering memorandum will not reflect the Combined Company after the closing of the LHM Acquisition, and we are required to close the LHM acquisition with no more than sixty-five (65%) of the aggregate 2020 revenue percentage of all of the LHM Dealership Business’s new car dealerships. In addition, our customers may not buy products or services from us following completion of the Transactions in the expected amounts, and, as a result, our revenue could materially decline or any anticipated increases in our revenue could be lower than expected.

We may not acquire all assets of the LHM Business.

The LHM Acquisition may be consummated in two separate closings. The First Closing is expected to be held upon the

receipt of Manufacturer Consents for new car dealerships being obtained in the Equity Purchase Agreement which represent, in the aggregate, no less than sixty-five percent (65%) of the aggregate 2020 revenue percentage of all of the LHM Dealership Business’s new car dealerships. The Second Closing, if necessary, shall occur as soon as practicable following the First Closing and is expected to include the remaining dealership entities that were not acquired in the First Closing, the real estate related to these remaining dealerships and any remaining entities related to the TCA Insurance Business. The acquisition of each such remaining dealership entity (and such related assets) is subject to the receipt of the relevant automotive manufacturer approval. Furthermore, there is no guarantee that the portion of the LHM Business that is acquired (if less than 100%) will reflect the same percentage of revenue, assets and other financial metrics for any subsequent period. See “Summary—The Transactions.”

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Consummation of the LHM Acquisition is conditioned upon the completion of the conditions outlined above and throughout this offering memorandum and certain other customary conditions. In this regard, as a result of negotiations with OEMs in connection with the LHM Acquisition, we anticipate that we will be required to dispose of six dealership franchises with aggregate revenue and total assets for the LTM Period of $645.0 million and as of September 30, 2021 of $94.4 million, respectively, by the end of the first quarter of 2022. We can give no assurance that the terms and conditions will be met or that the First Closing or the Second Closing will occur or that we will not be required to dispose of additional dealerships.

The TCA Insurance Business is subject to a wide range of federal, state, and local laws and regulations, some of which Asbury may not have previously been subject.

The TCA Insurance Business is, and will continue to be, subject to a wide range of federal, state, and local laws and regulations, to some of which Asbury may not have been previously subject. Such laws and regulations include but are not limited to:

• state and local licensing requirements; • federal and state laws regulating vehicle financing; and • federal and state consumer protection laws.

No assurance can be given that applicable statutes, regulations, and other laws will not be amended or construed

differently, that new laws will not be adopted, or that any of these laws will not be enforced more aggressively. For example, changes in the regulatory and supervisory environments could adversely affect the TCA Insurance Business in substantial and unpredictable ways. Further, the TCA Insurance Business’ noncompliance with applicable laws-whether as a result of changes in interpretation or enforcement, system or human errors, or otherwise-could result in the suspension or revocation of licenses or registrations necessary to operation, or the initiation of enforcement actions or private litigation.

Risks Related to Our Indebtedness and Financial Matters

We have significant debt, and the ability to incur additional debt may limit our flexibility to manage our business. Furthermore, if we are unable to generate sufficient cash, our ability to service our debt may be materially adversely affected.

We have substantial debt service obligations. As of September 30, 2021, after giving effect to the Transactions and the Other Transactions, we would have had total debt of $3.6 billion, excluding net floor plan notes payable of $625.4 million under the floor plan facility. In addition, after giving effect to the Transactions and Other Transactions, we will have no amounts outstanding under the Revolving Credit Facility component of our 2019 Senior Credit Facility, which will provide for aggregate borrowings of up to $450.0 million, prior to or upon the consummation of the LHM Acquisition, at our discretion and subject to customary approvals and a borrowing base. As of September 30, 2021, after giving effect to the Transactions and the Other Transactions, we would have had total senior unsecured debt of $2.4 billion, consisting of the Notes of each series offered hereby and the Existing Notes. Moreover, we and our subsidiaries have the ability to incur additional debt from time to time to finance, among other things, acquisitions, working capital and capital expenditures, and new and used vehicle inventory, as well as to refinance new and used vehicle inventory, subject in each case to the restrictions contained in the 2019 Senior Credit Agreement (that governs our 2019 Senior Credit Facility, the New Vehicle Floor Plan Facility, and the Used Vehicle Floor Plan Facility), the Existing Real Estate Facilities, the New Real Estate Facility, the indentures governing our Existing Notes and each series of Notes, and our other mortgage agreements and related mortgage guarantees, as well as certain other agreements existing at the time such indebtedness is incurred. We will continue to have substantial debt service obligations, consisting of required cash payments of principal and interest, for the foreseeable future.

Our significant indebtedness could have important consequences to us, including the following:

• our ability to obtain additional financing, or to obtain such financing on attractive terms, for acquisitions, capital expenditures, working capital or other general corporate purposes may be impaired;

• a substantial portion of our cash flow from operating activities must be dedicated to the payment of principal and interest on our debt, thereby reducing the funds available to us for our operations and other corporate purposes;

• some of our borrowings are and will continue to be at variable rates of interest, which exposes us to certain risks of interest rate increases; and

• we may be or become substantially more leveraged than some of our competitors, which may place us at a relative competitive disadvantage and make us more vulnerable to changes in market conditions and governmental regulations.

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As a result of the foregoing and other potential limitations, our indebtedness obligations may limit our ability to take strategic actions that would otherwise enable us to manage our business, in a manner in which we otherwise would, absent such limitations, which could materially adversely affect our business, financial condition and results of operations and cash flows.

Our failure to comply with any of these covenants in the future could constitute a default under the relevant agreement, which could, depending on the relevant agreement, (i) entitle the creditors under such agreement to terminate our ability to borrow under the relevant agreement and accelerate our obligations to repay outstanding borrowings; (ii) require us to repay those borrowings; (iii) entitle the creditors under such agreement to foreclose on the property securing the relevant indebtedness; or (iv) prevent us from making debt service payments on certain of our other indebtedness, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In many cases, a default under one of our debt, mortgage, or other agreements, could trigger cross-default provisions in one or more of our other debt or mortgage agreements. There can be no assurance that our creditors would agree to an amendment or waiver of our covenants. In the event we obtain an amendment or waiver, we would likely incur additional fees and higher interest expense.

In addition to the financial and other covenants contained in our various debt or mortgage agreements, certain of our lease agreements contain covenants that give our landlords the right to terminate the lease, seek significant cash damages, or evict us from the applicable property, if we fail to comply. Similarly, our failure to comply with any financial or other covenants in any of our framework agreements would give the relevant manufacturer certain rights, including the right to reject proposed acquisitions, and may give it the right to repurchase its franchises from us. Events that give rise to such rights, and our inability to acquire additional dealerships or the requirement that we sell one or more of our dealerships at any time, could inhibit the growth of our business, and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Manufacturers may also have the right to restrict our ability to provide guarantees of our operating companies, pledges of the capital stock of our subsidiaries and liens on our assets, which could materially adversely affect our ability to obtain financing for our business and operations on favorable terms or at desired levels, if at all.

The occurrence of any one of these events may limit our ability to take strategic actions that would otherwise enable us to manage our business in a manner in which we otherwise would, absent such limitations, which could materially adversely affect our business, financial condition, results of operations and cash flows.

Our business, financial condition and results of operations may be materially adversely affected by increases in interest rates.

We generally finance our purchases of new vehicle inventory, have the ability to finance the purchases of used vehicle inventory, and have the availability to borrow funds for working capital under our senior secured credit facilities that charge interest at variable rates. Therefore, our interest expense from variable rate debt will rise with increases in interest rates. In addition, a significant rise in interest rates may also have the effect of depressing demand in the interest rate sensitive aspects of our business, particularly new and used vehicle sales and the related profit margins and F&I revenue per vehicle, because most of our customers finance their vehicle purchases. As a result, rising interest rates may have the effect of simultaneously increasing our capital costs and reducing our revenues. Given our variable interest rate debt and floor plan notes payable outstanding as of September 30, 2021, each one percent increase in market interest rates would increase our total annual interest expense by approximately $1.0 million. When considered in connection with reduced expected sales as and if interest rates increase, any such increase could materially adversely affect our business, financial condition and results of operations.

Our vehicle sales, financial condition and results of operations may be materially adversely affected by changes in costs or availability of consumer financing.

The majority of vehicles purchased by our customers are financed. Reductions in the availability of credit to consumers have contributed to declines in our vehicle sales in past periods. Reductions in available consumer credit or increased costs of that credit, could result in a decline in our vehicle sales, which would have a material adverse effect on our financial condition and results of operations.

Lenders that have historically provided financing to those buyers who, for various reasons, do not have access to traditional financing, including those buyers who have a poor credit history or lack the down payment necessary to purchase a vehicle, are often referred to as subprime lenders. If market conditions cause subprime lenders to tighten credit standards, or if interest rates increase, the ability to obtain financing from subprime lenders for these consumers to purchase vehicles could become limited, resulting in a decline in our vehicle sales, which in turn, could have a material adverse effect on our financial condition and results of operations.

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Many of our loans and obligations for borrowed money are priced on variable interest rates tied to the London Interbank Offering Rate, or LIBOR. We are subject to risks that LIBOR may no longer be available as a result of the United Kingdom’s Financial Conduct Authority ceasing to require the submission of LIBOR quotes in 2021.

The potential cessation of LIBOR quotes in 2021 creates substantial risks to the banking industry, including us. Unless alternative rates can be negotiated, our floating rate loans, funding and derivative obligations that specify the use of a LIBOR index, will no longer adjust and may become fixed rate instruments at the time LIBOR ceases to exist. This would adversely affect our asset/liability management and could lead to more asset and liability mismatches and interest rate risk unless appropriate LIBOR alternatives are developed. It could also cause confusion that could disrupt the capital and credit markets as a result of confusion or uncertainty.

The Federal Reserve has sponsored the Alternative Reference Rates Committee, or ARRC, which serves as a forum to coordinate and track planning as market participants currently using LIBOR consider (a) transitioning to alternative reference rates where it is deemed appropriate and (b) addressing risks in legacy contracts language given the possibility that LIBOR might stop. On April 3, 2018, the Federal Reserve began publishing three new reference rates, including the Secured Overnight Financing Rate, or SOFR. ARRC has recommended SOFR as the alternative to LIBOR, and published fallback interest rate consultations for public comment and a Paced Transition Plan to SOFR use. The Financial Stability Board has taken an interest in LIBOR and possible replacement indices as a matter of risk management. The International Organisation of Securities Commissions, or IOSCO, has been active in this area and is expected to call on market participants to have backup options if a reference rate, such as LIBOR, ceases publication. The International Swap Dealers Association has published guidance on interest rate bench marks and alternatives in July and August 2018. It cannot be predicted whether SOFR or another index or indices will become a market standard that replaces LIBOR, and if so, the effects on our customers, or our future results of operations or financial condition.

Risks Related to Legal and Regulatory Matters

If state laws that protect automotive retailers are repealed, weakened, or superseded by our framework agreements with manufacturers, our dealerships will be more susceptible to termination, non-renewal, or renegotiation of their dealer agreements, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Applicable state laws generally provide that an automobile manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth “good cause” and stating the grounds for termination or non-renewal. Some state laws allow dealers to file protests or petitions or allow them to attempt to comply with the manufacturer’s criteria within a notice period to avoid the termination or non-renewal. Our framework agreements with certain manufacturers contain provisions that, among other things, attempt to limit the protections available to dealers under these laws, and, though unsuccessful to date, manufacturers’ ongoing lobbying efforts may lead to the repeal or revision of these laws. If these laws are repealed in the states in which we operate, manufacturers may be able to terminate our franchises without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of these state laws, it may also be more difficult for us to renew our dealer agreements upon expiration. Changes in laws that provide manufacturers the ability to terminate our dealer agreements could materially adversely affect our business, results of operations, financial condition and cash flows. Furthermore, if a manufacturer seeks protection from creditors in bankruptcy, courts have held that the federal bankruptcy laws may supersede the state laws that protect automotive retailers resulting in either the termination, non-renewal or rejection of franchises by such manufacturers, which, in turn, could materially adversely affect our business, result of operations, financial condition and cash flows.

A failure of any of our information systems or those of our third-party service providers, or a data security breach with regard to PII about our customers or employees, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We depend on the efficient operation of our information systems and those of our third-party service providers. We rely on information systems at our dealerships in all aspects of our sales and service efforts, as well in the preparation of our consolidated financial and operating data. All of our dealerships currently operate on a common dealer management system (“DMS”). Our business could be significantly disrupted if (i) the DMS fails to integrate with other third-party information systems, customer relations management tools or other software, or to the extent that any of these systems become unavailable to us or fail to perform as designed for an extended period of time or (ii) our relationship with our DMS provider or any other third-party provider deteriorates. Additionally, any disruption to access and connectivity of our information systems due to natural disasters, power loss or other reasons could disrupt our business operations, impact sales and results of operations, expose us to customer or third-party claims, or result in adverse publicity.

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Additionally, in the ordinary course of business, we and our partners receive significant PII about our customers in order to complete the sale or service of a vehicle and related products. We also receive PII from our employees. The regulatory environment surrounding information security and privacy is increasingly demanding, with numerous state and federal regulations, as well as payment card industry and other vendor standards, governing the collection and maintenance of PII from consumers and other individuals. We believe the automotive dealership industry is a particular target of identity thieves, as there are numerous opportunities for a data security breach, including cyber-security breaches, burglary, lost or misplaced data, scams, or misappropriation of data by employees, vendors or unaffiliated third parties. Because of the increasing number and sophistication of cyber-attacks, and despite the security measures we have in place and any additional measures we may implement or adopt in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism and/or other events. Alleged or actual data security breaches can increase costs of doing business, negatively affect customer satisfaction and loyalty, expose us to negative publicity, individual claims or consumer class actions, administrative, civil or criminal investigations or actions, and infringe on proprietary information, any of which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our operations are subject to extensive governmental laws and regulations. If we are found to be in purported violation of or subject to liabilities under any of these laws or regulations, or if new laws or regulations are enacted that adversely affect our operations, our business, results of operations, financial condition, cash flows, reputation and prospects could suffer.

The automotive retail industry, including our facilities and operations, is subject to a wide range of federal, state, and local laws and regulations, such as those relating to motor vehicle sales, retail installment sales, leasing, F&I, marketing, licensing, consumer protection, consumer privacy, escheatment, anti-money laundering, environmental, vehicle emissions and fuel economy, and health and safety. In addition, with respect to employment practices, we are subject to various laws and regulations, including complex federal, state, and local wage and hour and anti-discrimination laws. The violation of the laws or regulations to which we are subject could result in administrative, civil, or criminal sanctions against us, which may include a cease and desist order against the subject operations or even revocation or suspension of our license to operate the subject business, as well as significant fines and penalties. Violation of certain laws and regulations to which we are subject may also subject us to consumer class action or other lawsuits or governmental investigations and adverse publicity. We currently devote significant resources to comply with applicable federal, state, and local regulation of health, safety, environmental, zoning and land use regulations, and we may need to spend additional time, effort, and money to keep our operations and existing or acquired facilities in compliance therewith.

In addition, there is a risk that our employees could engage in misconduct that violates the laws or regulations to which we are subject. It is not always possible to detect or deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in all cases. If any of our employees were to engage in misconduct or were to be accused of such misconduct, our business and reputation could be adversely affected.

The Dodd-Frank Act, which was signed into law on July 21, 2010, established the Consumer Financial Protection Bureau (“CFPB”), an independent federal agency funded by the United States Federal Reserve with broad regulatory powers and limited oversight from the United States Congress. Although automotive dealers are generally excluded, the Dodd-Frank Act could lead to additional, indirect regulation of automotive dealers, in particular, their sale and marketing of F&I products, through its regulation of automotive finance companies and other financial institutions. In addition, the CFPB possesses supervisory authority with respect to certain non-bank lenders, including automotive finance companies, participating in automotive financing. The Dodd-Frank Act also provided the Federal Trade Commission (“FTC”) with new and expanded authority regarding automotive dealers. Since then, the FTC has been gathering information on consumer protection issues through roundtables, public comments and consumer surveys. The FTC may exercise its additional rule-making authority to expand consumer protection regulations relating to the sale, financing and leasing of motor vehicles. In 2014, the FTC implemented an enforcement initiative relating to the advertising practices of automotive dealers. In connection therewith, in May 2016, we signed a consent order with the FTC to settle allegations that in certain instances our advertisements did not adequately disclose information about used vehicles with open safety recalls. Under the consent order, we did not agree to make any payments or admit wrong-doing, but we did agree to make certain disclosures in marketing materials and at the point of sale and comply with certain record-keeping obligations.

Continued pressure from the CFPB, FTC, and other federal agencies could lead to significant changes in the manner that dealers are compensated for arranging customer financing, and while it is difficult to predict how any such changes might impact us, any adverse changes could have a material adverse impact on our F&I business and results of operations. Furthermore, we expect that new laws and regulations, particularly at the federal level, in other areas may be enacted, which could also materially adversely impact our business.

Environmental laws and regulations govern, among other things, discharges into the air and water, storage of petroleum substances and chemicals, the handling and disposal of solid and hazardous wastes, investigation and remediation of contamination. Similar to many of our competitors, we have incurred and expect to continue to incur capital and operating expenditures and other costs to comply with such federal and state statutes. In addition, we may become subject to broad liabilities arising out of

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contamination at our currently and formerly owned or operated facilities or at facilities that we may own in the future, including those to be acquired in the LHM Acquisition, at locations to which hazardous substances were transported from such facilities, and at such locations related to entities formerly affiliated with us. Liability under these laws and regulations can be imposed on a joint and several basis and without regard to fault. For such potential liabilities, we believe we are entitled to indemnification from other entities. However, we cannot provide assurance that such entities will view their obligations as we do or will be able or willing to satisfy them. We may have indemnity obligations for liabilities relating to contamination at our currently or formerly owned and/or operated facilities as part of the acquisition or divestiture of certain properties in the ordinary course of business. Failure to comply with applicable laws and regulations, or significant additional expenditures required to maintain compliance therewith, could have a material adverse effect on our business, results of operations, financial condition or cash flows.

A significant judgment against us or the imposition of a significant fine could have a material adverse effect on our business, financial condition and future prospects. We further expect that, from time to time, new laws and regulations, particularly in the environmental area will be enacted, and compliance with such laws, or penalties for failure to comply, could significantly increase our costs. For example, vehicle manufacturers are subject to government-mandated fuel economy and greenhouse gas emission standards, which continue to change and become more stringent over time. Failure of a manufacturer to develop passenger vehicles and light trucks that meet these and other government standards could subject the manufacturer to substantial penalties, increase the cost of vehicles sold to us, and adversely affect our ability to market and sell vehicles to meet consumer needs and desires, which could have a material adverse effect on our business, results of operations, financial condition or cash flows.

We are subject to risks related to the provision of employee health care benefits, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We use a combination of insurance and self-insurance for health care plans. We record expenses under those plans based on estimates of the costs of expected claims, administrative costs, stop-loss insurance premiums, and expected health care trends. Actual costs under these plans are subject to variability that is dependent upon participant enrollment, demographics and the actual costs of claims made. Negative trends in any of these areas, including negative trends arising as a result of the COVID-19 pandemic, could cause us to incur additional unplanned health care costs, which could adversely impact our business, financial condition, results of operations and cash flows. In addition, if enrollment in our health care plans increases significantly, the additional costs that we will incur may be significant enough to materially affect our business, financial condition, results of operations and cash flows.

We are, and expect to continue to be, subject to legal and administrative proceedings, which, if the outcomes are adverse to us, could have a material adverse effect on our business, results of operations, financial condition, cash flows, reputation and prospects.

We are involved and expect to continue to be involved in numerous legal proceedings arising out of the conduct of our business, including litigation with customers, employment-related lawsuits, class actions, purported class actions and actions brought by governmental authorities. We do not believe that the ultimate resolution of any known matters will have a material adverse effect on our business, reputation, financial condition, results of operations, cash flows or prospects. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our business, financial condition, results of operations and cash flows.

A decline in our credit rating or a general disruption in the credit markets could negatively impact our liquidity and ability to conduct our operations.

A deterioration of our credit rating, or a general disruption in the credit markets, could limit our ability to obtain credit on terms acceptable to us, or at all. In addition, uncertain economic conditions or the re-pricing of certain credit risks may make it more difficult for us to obtain one or more types of funding in the amounts, or at rates considered acceptable to us, at any given time. Our inability to access necessary or desirable funding, or to enter into certain related transactions, at times and at costs deemed appropriate by us, could have a negative impact on our liquidity and our ability to conduct our operations. Any of these developments could also reduce the ability or willingness of the financial institutions that have extended credit commitments to us, or that have entered into hedge or similar transactions with us, to fulfill their obligations to us, which also could have a material adverse effect on our liquidity and our ability to conduct our operations.

We are subject to risks associated with imported product restrictions or limitations, foreign trade and currency valuations.

Our business involves the sale of vehicles, parts or vehicles composed of parts that are manufactured outside the United States. As a result, our operations are subject to risks of doing business outside of the United States and importing merchandise, including import duties, exchange rates, trade restrictions, work stoppages, natural or man-made disasters, and general political and socio-economic conditions in other countries. The United States or the countries from which our products are imported may, from time to time, impose new quotas, duties, tariffs or other restrictions or limitations, or adjust presently prevailing quotas, duties or

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tariffs. The imposition of new, or adjustments to prevailing, quotas, duties, tariffs or other restrictions or limitations could have a material adverse effect on our business, financial condition, results of operations and cash flows. Relative weakness of the U.S. dollar against foreign currencies in the future may result in an increase in costs to us and in the retail price of such vehicles or parts, which could discourage consumers from purchasing such vehicles and adversely impact our revenues and profitability.

Risks Related to the Notes

If the LHM Acquisition is not consummated or the Company does not acquire the requisite number of new car dealerships in the Equity Purchase Agreement, it will be required to redeem all or a portion of Notes of each series pursuant to the Special Mandatory Redemption. This offering is not conditioned upon the completion of the LHM Acquisition (on the terms described herein or at all). If either (i) we notify the trustee that we are no longer pursuing the LHM Acquisition or (ii) a closing substantially as contemplated under the Acquisition Agreements with respect to the LHM Acquisition does not occur on or before the No Closing End Date, then we will be required to redeem the Notes of both series in full at 100% of the issue price of such Notes, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if there is a closing with respect to the LHM Acquisition of less than all of the assets intended to be acquired pursuant to the Acquisition Agreements on or prior to July 7, 2022 and either (i) the entire amount of assets intended to be acquired pursuant to the Acquisition Agreements are not so acquired by July 7, 2022 or (ii) we notify the trustee that we are no longer pursuing any further closing pursuant to the Acquisition Agreements prior to the End Date, then we will be required to redeem an aggregate principal amount of Notes (on a pro rata basis between the two series), at 100% of the issue price of such Notes, plus accrued and unpaid interest to, but excluding the redemption date, in a principal amount equal to the net proceeds of the Notes not used to consummate the LHM Acquisition (as reasonably determined by us in good faith); provided that, we may, at our option, elect not to redeem up to $250.0 million aggregate principal amount of Notes otherwise subject to such redemption provision. The Special Mandatory Redemption will be required to occur by the Special Mandatory Redemption Date. See “Risk Factors⸺Risks Related to the LHM Acquisition⸺We may not acquire all assets of the LHM Business” and “Description of Notes—Special Mandatory Redemption.”

We are not obligated to place the net proceeds of the offering of the Notes of any series in escrow prior to the closing of the LHM Acquisition and, as a result, we may not be able to repurchase Notes in a principal amount equal to the Mandatory Redemption Amount upon a Special Mandatory Redemption.

We are not obligated to place the proceeds of this offering of Notes of any series in escrow prior to the closing of the LHM Acquisition or to provide a security interest in those proceeds, and the indentures governing each series of Notes impose no other restrictions on our use of the proceeds during that time. Accordingly, the source of funds for any redemption of the outstanding Notes of any series upon a Special Mandatory Redemption would be the proceeds that we have voluntarily retained in a segregated account or other sources of liquidity, including available cash, borrowings, sales of assets or sales of equity. We may not be able to satisfy our obligation to redeem the Notes of any series upon a Special Mandatory Redemption because we may not have sufficient financial resources to pay the aggregate redemption price on the Notes of any series. Our failure to redeem or repurchase the Notes of any series as required by the indentures governing each series of Notes would result in a default under the indentures governing each series of Notes, which could result in defaults under our other debt agreements and have material adverse consequences for us and the holders of each series of Notes. In addition, our ability to redeem or repurchase the Notes of any series may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantially more debt and take other actions that could diminish our ability to make payments on any series of Notes when due. This could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our debt instruments existing at the time such indebtedness is incurred. The terms of the 2019 Senior Credit Agreement, the Existing Real Estate Agreements, the New Real Estate Credit Agreement, the indentures governing our Existing Notes and each series of Notes and our other mortgage agreements and certain other agreements permit and will permit the incurrence of additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions subject to certain conditions, any of which could have the effect of diminishing our ability to make payments on any series of Notes when due. The terms of the instruments governing our subsidiaries’ indebtedness may also permit such actions.

If a bankruptcy or reorganization case is commenced, bankruptcy laws may prevent a Special Mandatory Redemption.

If we or any of our subsidiaries commences a bankruptcy or reorganization case, or one is commenced against us or any of our subsidiaries, applicable bankruptcy laws may prevent us from applying those funds to effect a special mandatory redemption of the Notes of each series as described under “Description of Notes—Special Mandatory Redemption” or otherwise applying those

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funds for the benefit of the holders of the Notes of any series. We are not obligated to place the proceeds of this offering of each series of Notes in escrow prior to the closing of the LHM Acquisition or to provide a security interest in such proceeds, and there are no other restrictions on our use of such proceeds during such time. The court adjudicating that case might find that such funds are the property of the bankruptcy estate. The automatic stay provisions of the federal bankruptcy laws generally prohibit a secured creditor from foreclosing upon or disposing of a debtors’ property without bankruptcy court approval. As a result, holders of each series of Notes may not be able to have funds applied for a Special Mandatory Redemption at the time or in the manner contemplated by the indentures governing each series of Notes and could suffer a loss as a result.

Between the time of the issuance of the Notes of each series and the consummation of the LHM Acquisition, the parties to the Equity Purchase Agreement, Insurance Purchase Agreement and Real Estate Purchase Agreement may agree to modify or waive the terms or conditions of such document without consent of the holders of the Notes of any series.

Prior to the consummation of the LHM Acquisition, the parties to the Equity Purchase Agreement may agree to amendments or waivers of the terms thereof. The parties to the LHM Acquisition are not precluded from making changes to the terms of the LHM Acquisition or from waiving conditions to the LHM Acquisition, including a change in the purchase price or to the structure of the LHM Acquisition, if applicable. The form and terms of the LHM Acquisition may be modified or amended without the consent of the holders of the Notes of each series offered hereby and any such modification or amendment would not result in a Special Mandatory Redemption. See “Description of Notes—Special Mandatory Redemption.”

Under several of our debt, mortgage, lease and framework agreements, we are required to maintain compliance with certain financial and other covenants. Our failure to comply with certain covenants in these agreements could adversely affect our ability to access our borrowing capacity, subject us to acceleration of our outstanding debt or result in a cross default on other indebtedness, and adversely affect our ability to conduct our business and meet our obligations under the Notes of each series.

There are and will be operating and financial restrictions and covenants in certain of our debt and mortgage agreements, including the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreement, the indentures governing our Existing Notes and each series of Notes and our other mortgage agreements and related mortgage guarantees, as well as certain other agreements to which we are or may become a party. These limit, among other things, our ability to incur certain additional debt, create certain liens or other encumbrances, and make certain payments (including dividends, repurchases of our common stock and for investments). Certain of these agreements also require us to maintain compliance with certain financial ratios.

If we are unable to comply with any applicable financial or other covenants, we may be required to seek waivers of or modifications to our covenants from our creditors, or we may need to undertake one or more transactions designed to generate proceeds sufficient to repay our debt. Obtaining such waivers or modifications often requires the payment to creditors of significant fees and requires significant time and attention of management. In light of continued uncertain conditions in the automotive industry and the conditions in the credit markets generally, we cannot give any assurance that we would be able to successfully take any necessary actions at times, or on terms acceptable to us.

Our failure to comply with any of these covenants in the future could constitute a default under the relevant agreement, which could, depending on the relevant agreement, (i) entitle the creditors under such agreement to terminate our ability to borrow under the relevant agreement and accelerate our obligations to repay outstanding borrowings; (ii) require us to immediately repay these borrowings; (iii) entitle the creditors under such agreement to foreclose on the property securing the relevant indebtedness; and/or (iv) prevent us from making debt service payments on certain of our other indebtedness, including each series of Notes, any of which would have a material adverse effect on our business, financial condition or results of operations. In many cases, a default under one of our debt, mortgage, or other agreements could trigger cross default provisions in one or more of our other debt or mortgage agreements, including the indentures governing each series of Notes.

In addition to the financial and other covenants contained in our various debt or mortgage agreements, a number of our dealerships are located on properties that we lease. Certain of the leases governing such properties have certain covenants with which we must comply. If we fail to comply with the covenants under our leases, the respective landlords could, among exercising other remedies, terminate the leases and seek significant cash damages, or evict us from the applicable properties.

Similarly, our failure to comply with any financial or other covenants in any of our framework agreements would give the relevant manufacturer certain rights, including the right to reject proposed acquisitions, and may give it the right to repurchase its franchises from us. Events that give rise to such rights, and our inability to acquire additional dealerships or a requirement that we sell one or more of our dealerships at any time, could inhibit the growth of our business, have a material adverse effect on our business, financial condition and results of operations and make it more difficult for us to meet our obligations under the Existing Notes and each series of Notes.

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Manufacturers may also have the right to restrict our ability to provide guarantees of our operating companies, pledges of the capital stock of our subsidiaries and liens on our assets, which could materially adversely impact our ability to obtain financing for our business and operations on favorable terms or at desired levels, if at all, which in turn could materially adversely affect our ability to operate our business and meet our obligations under each series of Notes.

Key covenants of the Notes of a series will be suspended if the Notes of such series achieve investment grade ratings.

Most of the restrictive covenants in the indentures governing each series of Notes will not apply during any period in which such Notes of a series have investment grade ratings from any two of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services or Fitch Ratings, Inc. At such time, we may take actions such as incur additional debt or make certain dividends or distributions that would otherwise be prohibited under the indenture governing such series of Notes. Such prior actions will be permitted even if we later become subject again to the restrictive covenants. Ratings are given by these ratings agencies based upon analyses that include many subjective factors. We cannot assure you that any series of Notes will achieve or maintain investment grade ratings, nor can we assure you that investment grade ratings, if granted, will reflect all of the factors that would be important to holders of each series of Notes.

To service our debt, we will require a significant amount of cash, which may not be available to us.

Our ability to make payments on, or repay or refinance, our debt, including each series of Notes, and to fund planned capital expenditures, will depend largely upon our future operating performance. Our future performance, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. In addition, our ability to borrow funds in the future to make payments on our debt will depend on the satisfaction of the covenants in the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreement, the indentures governing the Existing Notes and each Series of Notes and our other debt agreements, including the indentures governing each series of Notes and other agreements we may enter into in the future. In particular, we will need to maintain compliance with certain financial ratios under our various credit agreements.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our 2019 Senior Credit Facility or from other sources in amounts sufficient to enable us to pay our debt, including our obligations under the Existing Notes and each series of Notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including each series of Notes, on or before maturity.

We may not be able to refinance our indebtedness on terms favorable to us, or at all.

We cannot assure you that we will be able to refinance any of our debt, including debt outstanding under the 2019 Senior Credit Facility, on commercially reasonable terms or at all. In particular, the 2019 Senior Credit Facility, some of the Existing Real Estate Facilities and the New Real Estate Facility will mature prior to the maturity of each series of Notes. If we are unable to make payments or refinance our debt or obtain new financing upon maturity of such other debt, we may have to consider other options, such as sales of assets, sales of equity securities and/or negotiations with our lenders to restructure the applicable debt. Our 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreement, the indentures governing the Existing Notes and each series of Notes and our other debt instruments may restrict, or market or business conditions may limit, our ability to do some of these things. Our inability to do any of the foregoing could make it more difficult to meet our obligations under the Existing Notes and each series of Notes.

Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries and over you as a holder of any series of Notes.

Each series of Notes will be subordinate in right of payment to all existing and future liabilities of our subsidiaries that are not guarantors. Subsidiaries we may establish or acquire in the future that are foreign subsidiaries, or which do not have any indebtedness or guarantees of indebtedness or which we designate as unrestricted subsidiaries in accordance with the indentures governing the Existing Notes and each series of Notes, will not be required to guarantee the Notes of any series. Claims of creditors of our non-guarantor subsidiaries, including trade creditors, generally will have priority with respect to the assets and earnings of such subsidiaries over our claims or those of our creditors, including you as a holder of any series of Notes. In the event that any of our non-guarantor subsidiaries become insolvent, liquidate, reorganize, dissolve or otherwise wind up, the assets and earnings of those subsidiaries will be used first to satisfy the claims of their creditors, trade creditors, banks and other lenders and judgment creditors.

No series of Notes will be secured.

Each series of Notes and the guarantees will not be secured by any of our assets or those of our subsidiaries. As of September 30, 2021, after giving effect to the Transactions and the Other Transactions, we would have had total debt of $3.6 billion,

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excluding net floor plan notes payable of $625.4 million under the floor plan facility, of which $1.2 billion was secured by certain of our assets and would have ranked senior in right of payment to each series of Notes and the remainder of which would have ranked pari passu in right of payment with each series of Notes. Our obligations under our 2019 Senior Credit Facility are secured by a lien on all of our assets other than real property, including our new and used vehicle inventory, which secures our obligations under our floor plan financing facilities thereunder. Our obligations under our other floor plan financing facilities are secured by the related vehicle inventory, and certain of our real property secures our related mortgage obligations. Borrowings under our Existing Real Estate Facilities are collateralized by, and borrowings under our New Real Estate Facility will be collateralized by, first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. The terms of each series of Notes do not restrict us from granting liens to secure debt that is senior in right of payment to each series of Notes. If we become insolvent or are liquidated, or if payment under the 2019 Senior Credit Facility, the New Vehicle Floor Plan Facility, the Used Vehicle Floor Plan Facility, the Existing Real Estate Facilities, the New Real Estate Facility, or holders of other secured senior indebtedness will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements or the New Real Estate Credit Agreement pertaining to the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreement, the indentures governing each series of Notes or any of our other senior indebtedness). Any of these actions may materially impair our ability to meet our obligations under each series of Notes.

Restrictions imposed by the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreement and the indentures governing each series of Notes may limit our ability to obtain additional financing and to pursue business opportunities.

The operating and financial restrictions and covenants in our debt instruments, including the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreement and the indentures governing each series of Notes, may adversely affect our ability to finance our future operations or capital needs or to pursue certain business activities. In particular, the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements, the New Real Estate Credit Agreements and other facilities require us to maintain compliance with certain financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. A breach of any of these covenants or our inability to comply with the required financial ratios could result in a default under the applicable facility. In the event of any default under any such facility, the lenders could elect to declare all borrowings outstanding, together with accrued and unpaid interest and other fees, to be due and payable, to require us to apply all of our available cash to repay these borrowings or to prevent us from making debt service payments on each series of Notes, any of which would be an event of default under each series of Notes. See “Description of Other Indebtedness” and “Description of the Notes.”

It may not be possible for us to repurchase Notes on the occurrence of a change in control repurchase event as set forth in the indentures governing each series of Notes.

Under the indentures governing each series of Notes, upon the occurrence of specific change of control events, we will be required to offer to repurchase all of the Notes at 101% of the principal amount of the Notes plus accrued and unpaid interest, including any special interest, to the date of purchase. The source of funds for any such purchase of Notes would be our available cash or cash generated from our operations or other sources, which may include borrowings, sales of assets or sales of equity or debt securities. We may not be able to repurchase the Notes upon a change of control because we may not have sufficient financial resources to purchase all of the Notes that are tendered upon a change of control. Further, we will be contractually restricted under the terms of the 2019 Senior Credit Agreement, some of the Existing Real Estate Credit Agreements and the New Real Estate Credit Agreement from repurchasing the Notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to offer to repurchase the Notes unless we are able to refinance or obtain waivers under any applicable credit facility. Our failure to purchase any tendered Notes would constitute a default under the indentures governing each series of Notes, which, in turn, would constitute a default under our other debt instruments, including the 2019 Senior Credit Agreement, the Existing Real Estate Credit Agreements and the New Real Estate Credit Agreement. Any of our future debt agreements may contain similar provisions. See “Description of the Notes—Repurchase at the Option of Holders—Change of Control.”

Some significant transactions may not constitute a change of control, in which case we would not be obligated to offer to repurchase any series of Notes.

Under the indentures governing each series of Notes, upon the occurrence of a change of control repurchase event, holders of each series of Notes will have the right to require us to repurchase their Notes. However, the change of control provisions will not afford protection to holders of each series of Notes in the event of certain other transactions that could adversely affect each series of Notes. For example, transactions such as certain leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us may not constitute a change of control requiring us to offer to repurchase any series of Notes. In addition, a proxy contest resulting in the election of new directors to our board without the approval of our then existing board members will not constitute a change of control requiring us to offer to repurchase any series of Notes if none of the change of control provisions are otherwise triggered. In

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the event of any such transaction, the holders would not have the right to require us to repurchase any series of Notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of each series of Notes.

Federal and state statutes allow courts, under specific circumstances, to avoid guarantees and require note holders to return payments received from guarantors.

Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, a subsidiary guarantee generally can be avoided if, among other things, the subsidiary guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• intended to hinder, delay or defraud any present or future creditor; or

• received less than reasonably equivalent value or fair consideration for the issuance of the guarantee; and

• the subsidiary guarantor:

• was insolvent or rendered insolvent by reason of issuing the guarantee;

• was engaged or about to engage in a business or transaction for which the subsidiary guarantor’s remaining assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they become due.

In addition, any payment by that subsidiary guarantor under a guarantee could be avoided and required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors of the subsidiary guarantor under such circumstances.

The measures of insolvency for purposes of fraudulent transfer laws will vary depending upon the governing law. Generally, a guarantor may be considered insolvent if:

• the sum of its debts, including the value of contingent liabilities, was greater than the fair salable value of all of its assets; or

• it could not pay its debts as they became due.

In the event the guarantee of the Notes of any series by a subsidiary guarantor is avoided as a fraudulent conveyance, holders of such Notes effectively would lose the ability to pursue their claims against the guarantor or would be subordinated to all indebtedness and other liabilities of that guarantor.

We cannot assure you that an active trading market will develop for any series of Notes.

Prior to this offering, there has been no public market for any series of Notes, and there is only a limited trading market for the Existing Notes. We do not intend to apply for listing of any series of Notes on any securities exchange. We have been advised by certain of the initial purchasers that they make a market in the Existing Notes and that they presently intend to make a market in each series of Notes after this offering is completed. However, they are not obligated to and the initial purchasers may cease their market-making activities at any time. In addition, the liquidity of any trading market for the Notes and the market price quoted for the Notes may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the financial performance or prospects of companies in the automotive industry or the macroeconomy. If an active market does not develop or is not maintained, the market price of the Notes may decline and you may not be able to resell the Notes.

There will be restrictions on your ability to resell the Notes.

The offer and sale of the Notes of each series have not been, and will not be, registered under the Securities Act, any state securities laws or the laws of any other jurisdiction. Absent such registration, each series of Notes may be offered or sold only in transactions that are not subject to or that are exempt from the registration requirements of the Securities Act and applicable state securities laws. See “Notice to Investors.”

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Our credit ratings may not reflect the risks of investing in the Notes and any downgrade of our credit ratings generally may cause the trading price of the Notes to fall.

Each series of Notes will be rated by at least one nationally recognized statistical rating organization. The ratings of each series of Notes will primarily reflect such organization’s assessment of our financial strength and may change in accordance with changes in such assessment of our financial strength. Any rating is not a recommendation to purchase, sell or hold any particular security, including the Notes. These ratings do not comment as to market price or suitability for a particular investor. In addition, ratings at any time may be lowered or withdrawn in their entirety. The ratings of each series of Notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, the Notes. If one or more rating agencies that rates the Notes reduces their rating in the future, or announces their intention to put any series of Notes on credit watch, the market price of the Notes could be harmed. Future downgrades of our credit ratings in general could also cause the trading price of the Notes to decrease which could lead to increased corporate borrowing costs for us.

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USE OF PROCEEDS

The gross proceeds from this offering of the 2029 Notes and the 2032 Notes, excluding the initial purchasers’ discounts and the payment of our estimated expenses related to this offering, will be approximately $1.5 billion in the aggregate, comprised of $ million in aggregate principal amount of the 2029 Notes, and $ million in aggregate principal amount of the 2032 Notes. If the LHM Acquisition is consummated, we intend to use the gross proceeds from this offering of the 2029 Notes and the 2032 Notes, together with the proceeds from our Common Stock Offering, additional borrowings, and cash on hand to fund, if consummated, the LHM Acquisition and pay fees and expenses related to the foregoing, and to use the balance of the proceeds, if any, for general corporate purposes, including other dealership acquisitions or capital investments. See “Capitalization.” If (i) we notify the trustee that we are no longer pursuing the LHM Acquisition or (ii) a closing substantially as contemplated under the Acquisition Agreements with respect to the LHM Acquisition does not occur on or before the No Closing End Date, then we will be required to redeem the notes of both series in full at 100% of the issue price of such notes, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if there is a closing with respect to the LHM Acquisition of less than all of the assets intended to be acquired pursuant to the Acquisition Agreements on or prior to July 7, 2022 and either (i) the entire amount of assets intended to be acquired pursuant to the Acquisition Agreements are not so acquired by July 7, 2022 or (ii) we notify the trustee that we are no longer pursuing any further closing pursuant to the Acquisition Agreements prior to the End Date, then we will be required to redeem an aggregate principal amount of notes (on a pro rata basis between the two series), at 100% of the issue price of such notes, plus accrued and unpaid interest to, but excluding the redemption date, in a principal amount equal to the net proceeds of the Notes not used to consummate the LHM Acquisition (as reasonably determined by us in good faith); provided that, we may, at our option, elect not to redeem up to $250.0 million aggregate principal amount of notes otherwise subject to such redemption provision, as described under “Description of Notes—Special Mandatory Redemption.”

The following table sets forth the estimated sources and uses of funds in connection with the Transactions. The actual sources and uses of funds may vary from the estimated sources and uses of funds in the table and accompanying footnotes set forth below.

Sources and Uses of Funds (dollars in millions)

Sources Amount Uses Amount Notes issued hereby: Purchase price:

2029 Notes ............................................................ $ Goodwill ......................................................................... $ 1,800.0 2032 Notes ............................................................ TCA Enterprise Value(3) ................................................. 417.5

Total ................................................................................ 1,500.0 Real property .................................................................. 740.0 Revolving Credit Facility ................................................ 235.0 Other assets, net .............................................................. 13.0 Vehicle Floor Plan Facilities: Vehicle Inventory:

New Vehicle Floor Plan Facility(1) ............................ 175.1 New Vehicle Inventory .............................................. 175.1 Used Vehicle Floor Plan Facility .............................. 140.0 Used Vehicle Inventory ............................................. 148.5

Common Stock Offering, net(2) ........................................ 600.0 Total LHM Acquisition Consideration:(4) ................................ 3,294.1 New Real Estate Facility ................................................. 600.0 Cash from balance sheet .................................................. 117.4 Estimated Fees & Expenses(5) .................................................. 73.4

Total Sources ........................................................ $ 3,367.5 Total Uses ................................................................................ $ 3,367.5

(1) Reflects estimated borrowings under the New Vehicle Floor Plan Facility expected to be used to fund a portion of the purchase for the LHM Business, which New Vehicle Floor Plan Facility will provide for aggregate borrowings upon the closing of the LHM Acquisition of up to $1.75 billion.

(2) Includes $600.0 million of anticipated net proceeds of the Common Stock Offering after deducting the underwriting discount but before deducting estimated offering expenses.

(3) The enterprise value of the TCA Insurance Business is net of $57.4 million of cash as of September 30, 2021.

(4) Estimated total LHM Acquisition consideration reflects vehicle inventory of $323.6 million at the LHM Dealership Business as of September 30, 2021 that is expected to be acquired in connection with the consummation of the LHM Acquisition. New and used vehicle inventories at the LHM Dealership Business vary significantly from time to time, and the actual value of vehicle inventories acquired will depend on the actual new and used vehicle inventories at the LHM Dealership Business.

(5) Consists of our estimate of fees and expenses associated with the Transactions, including commitment fees, commissions and offering expenses related to the Common Stock Offering, initial purchaser discounts and commissions in connection with the issuance of the 2029 Notes and the 2032 Notes and other financing fees and other transaction costs including advisory and professional fees.

44

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of September 30, 2021:

• on an actual basis;

• on an as adjusted basis giving effect to the issuance of each series of Notes and the Transactions; and

• on an as further adjusted basis giving effect to the Other Transactions.

You should read this table in conjunction with our consolidated financial statements and the related notes incorporated by reference herein. As of September 30, 2021

Actual As Adjusted As Further Adjusted

(in millions) Cash and cash equivalents(1) ...................................................................... $ 377.4 $ 401.1 $ 277.4

2019 Senior Credit Facility:

Revolving Credit Facility(2) .............................................................. $ ⸺ $ 235.0 $ ⸺ New Vehicle Floor Plan Facility—Non-trade(3) ............................... 161.3 336.4 375.4 Used Vehicle Floor Plan Facility(4) .................................................. ⸺ 140.0 250.0

Total Floor Plan Facilities—Non-trade(5) ............................... 161.3 476.4 625.4 Long-term debt (including current portion):

2015 Wells Fargo Master Loan Facility ........................................... 54.5 54.5 54.5 2018 Wells Fargo Master Loan Facility ........................................... 83.1 83.1 83.1 2013 BofA Real Estate Facility ........................................................ 31.7 31.7 31.7 2018 BofA Real Estate Facility ........................................................ 80.1 80.1 80.1 2021 BofA Real Estate Facility 182.5 182.5 182.5 New Real Estate Facility(6) ............................................................... ⸺ 600.0 711.9 Mortgage notes payable bearing interest at fixed and variable rates 73.1 73.1 73.1 Capital lease obligations .................................................................. 24.9 24.9 24.9 2028 Notes ....................................................................................... 405.0 405.0 405.0 2030 Notes ....................................................................................... 445.0 445.0 445.0 Notes offered hereby:

2029 Notes(7) ................................................................. ⸺ 2032 Notes(8) ................................................................. ⸺

Total Notes offered hereby .................................. ⸺ 1,500.0 1,500.0 Less: Unamortized premium and debt issuance costs ...................... (8.9) (34.2) (34.8)

Long-term debt, including current portion.............................. 1,371.0 3,680.7 3,557.0 Total shareholders’ equity ........................................................................ 1,301.3 1,853.2 1,853.2 Total capitalization .................................................................................... $ 2,833.6 $ 6,010.3 $ 6,035.6

(1) As of September 30, 2021, cash and cash equivalents includes $330.6 million of cash and $46.8 million of availability under our floor plan offset accounts,

which amounts are generally accessible in our operating cash accounts within one to two days. As adjusted includes $600.0 million of anticipated net proceeds of the Common Stock Offering, after deducting the underwriting discount but before deducting estimated offering expenses. In addition, we expect to grant the underwriters of such Common Stock Offering an option to purchase up to an additional 495,000 shares of our common stock for a period of 30 days after the pricing of the Common Stock Offering. As a result, we could receive additional net proceeds of approximately $90.0 million if the underwriters of such Common Stock Offering exercise their 30-day option in full. As further adjusted reflects approximately $193.0 of million cash and cash equivalents used to fund a portion of the purchase price for the acquisitions described under “Summary⸺Other Recent Acquisitions and Dispositions” and approximately $204.3 million of anticipated proceeds from the anticipated disposition of six dealerships as a result of negotiations with OEMs in connection with the LHM Acquisition.

(2) The Revolving Credit Facility component of our 2019 Senior Credit Facility will provide for aggregate borrowings of up to $450.0 million at our discretion, prior to or concurrently with the consummation of LHM Acquisition, subject to a borrowing base. See “Description of Other Indebtedness.” The as adjusted amount reflects an incremental $235.0 million expected to be borrowed under the Revolving Credit Facility to fund a portion of the purchase price for the LHM Acquisition and excludes $10.8 million of letters of credit outstanding thereunder. See “Description of Other Indebtedness⸺2019 Senior Credit Facility.” The as further adjusted amount excludes $10.8 million of letters of credit outstanding thereunder, and includes the expected repayment of approximately $235.0 million of borrowings under the Revolving Credit Facility from anticipated proceeds from the anticipated disposition of six dealerships.

45

(3) As adjusted amount reflects an incremental $175.1 million to be borrowed under the New Vehicle Floor Plan Facility expected to be borrowed to fund a portion of the purchase price for the LHM Acquisition. As further adjusted amount reflects an incremental $51.6 million expected to be borrowed under the New Vehicle Floor Plan Facility to fund a portion of the purchase price for the acquisitions described under “Summary⸺Other Recent Acquisitions and Dispositions” and a repayment of approximately $12.6 million under the New Vehicle Floor Plan Facility with proceeds from the anticipated disposition of six dealerships.

(4) As adjusted amount reflects an incremental $140.0 million to be borrowed under the Used Vehicle Floor Plan Facility expected to be borrowed to fund a portion of the purchase price for the LHM Acquisition. As further adjusted amount reflects an incremental $110.0 million expected to be borrowed under the Used Vehicle Floor Plan Facility to fund a portion of the purchase price for the acquisitions described under “Summary – Other Recent Acquisitions and Dispositions”.

(5) As described in “Use of Proceeds—Sources and Uses of Funds,” the total consideration for the LHM Acquisition reflects vehicle inventory of the LHM Dealership Business as of September 30, 2021. New and used vehicle inventories at the LHM Dealership Business vary significantly from time to time, and the actual value of vehicle inventories acquired will depend on the actual new and used vehicle inventories at the LHM Dealership Business on the closing date of the LHM Acquisition. See “Risk Factors⸺Risks Related to the LHM Acquisition⸺We may not acquire all assets of the LHM Business” and “⸺The pro forma financial information in this offering memorandum may not be reflective of our operating results and financial condition following the Transactions, particularly if less than all of the assets of the LHM Business are acquired.”

(6) As adjusted reflects $600.0 million expected to be borrowed under the New Real Estate Facility to fund a portion of the purchase price of the LHM Acquisition. As further adjusted reflects $150.0 expected to be borrowed to fund a portion of the purchase price for the acquisitions described under “Summary – Other Recent Acquisitions and Dispositions” and a repayment of approximately $38.1 million of the New Real Estate Facility with proceeds from the anticipated disposition of six dealerships. See “Description of Other Indebtedness—New Real Estate Facility.”

(7) Represents the principal amount of the 2029 Notes offered hereby, which will be determined upon pricing thereof.

(8) Represents the principal amount of the 2032 Notes offered hereby, which will be determined upon pricing thereof.

46

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMBINED COMPANY

On September 28, 2021, a wholly-owned subsidiary of the Company entered into the Equity Purchase Agreement, the Insurance Purchase Agreement and the Real Estate Purchase Agreement (collectively, the “Acquisition Agreements”) with certain entities affiliated with the LHM Business and the other parties thereto (collectively, the “Sellers”). Pursuant to the Acquisition Agreements, the Company will acquire all of the equity interests in the entities related to, and the real property related to, the LHM Business for a purchase price of approximately $3.3 billion (including related fees). The unaudited pro forma condensed combined financial statements (referred to as the “pro forma financial statements”) presented below are derived from the historical combined financial statements of the Company, the LHM Dealership Business, the TCA Insurance Business and the LHM Real Estate Business, as adjusted to as adjusted to reflect following pro forma transactions (collectively, the “Pro Forma Transactions”):

• the consummation of the LHM Acquisition in full; • the assumed net cash proceeds, after deducting the underwriting discount, of $600.0 million from the Company’s

proposed issuance of approximately 3,300,000 shares of its common stock; • the proposed issuance of $ aggregate principal amount of 2029 Notes and $ aggregate principal amount of

2032 Notes; • the proposed drawdown of $175.1 million under the New Vehicle Floor Plan Facility, $140.0 million under the Used

Vehicle Floor Plan Facility and $235.0 million under the 2019 Senior Credit Facility; and • the assumed execution and drawdown of $600.0 million in connection with the New Real Estate Facility.

The information regarding the LHM Business presented in this section represents the combined results of the LHM Dealership Business, the LHM Real Estate Business and the TCA Insurance Business. For summaries of the Pro Forma Transactions, including the LHM Acquisition and this offering of Notes, see the section of this offering memorandum entitled “Summary–The Transactions–Acquisition of the LHM Business.”

The unaudited pro forma condensed combined balance sheet as of September 30, 2021, assumes that the Pro Forma Transactions, including this offering of Notes, occurred on September 30, 2021.

The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2021, the year ended December 31, 2020 and the nine months ended September 30, 2020 assume that the Pro Forma Transactions, including this offering of Notes, occurred on January 1, 2020.

The following unaudited pro forma condensed combined financial information should be read in conjunction with the following financial statements, all of which are incorporated by reference herein:

• the audited consolidated financial statements of Asbury as of December 31, 2020 and for the three years ended December 31, 2020;

• the unaudited consolidated financial statements of Asbury as of and for the nine months ended September 30, 2021 and September 30, 2020;

• the audited combined financial statements of the LHM Dealership Business as of and for the years ended December 31, 2020 and 2019;

• the unaudited combined financial statements of the LHM Dealership Business as of and for the nine months ended September 30, 2021 and September 30, 2020;

• the audited combined financial statements of the LHM Real Estate Business as of and for the years ended December 31, 2020 and 2019;

• the unaudited combined financial statements of the LHM Real Estate Business as of and for the nine months ended September 30, 2021 and September 30, 2020;

• the audited combined financial statements of the TCA Insurance Business as of and for the years ended December 31, 2020 and 2019; and

47

• the unaudited combined financial statements of the TCA Insurance Business as of and for the nine months ended September 30, 2021 and September 30, 2020.

The unaudited pro forma condensed combined financial information of the Combined Company does not give effect to (1) future cost savings or run-rate synergies, restructuring or integration charges or operational improvements that are expected to result from the LHM Acquisition, except as indicated below, (2) the impact of non-recurring items directly related to the Transactions, (3) four recent dealership acquisitions and two recent dispositions as described under the caption “⸺Other Recent Acquisitions and Dispositions” or (4) the anticipated disposition of six dealerships by the end of first quarter of 2022 and assumes the acquisition of the entire LHM Business. See “Risk Factors⸺Risks Related to the LHM Acquisition⸺We may not acquire all assets of the LHM Business.” The consummation of the Pro Forma Transactions, including the LHM Acquisition, is subject to the satisfaction of customary closing conditions, including the absence of a material adverse change in the LHM Business and the receipt of competition clearances in certain jurisdictions. If the LHM Acquisition is consummated, our post-closing recourse is limited. See “Risk Factors—Risks Related to the LHM Acquisition —If the LHM Acquisition is consummated, our post-closing recourse for liabilities related to the LHM Business is limited.”

The pro forma adjustments reported in these financial statements are based upon available information and certain assumptions that the Company’s management believes are reasonable. See “Risk Factors—Risks Related to the LHM Acquisition—We may not acquire all assets of the LHM Business.” The unaudited pro forma condensed combined financial information of the Combined Company is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had Pro Forma Transactions, including the LHM Acquisition and this offering of Notes, actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. See “Risk Factors—Risks Related to the LHM Acquisition—The pro forma financial information in this offering memorandum may not be reflective of our operating results and financial condition following the Transactions, particularly if less than all of the assets of the LHM Business are acquired.” The unaudited pro forma condensed combined financial information of the Combined Company should be read in conjunction with “Summary—The Transactions—Acquisition of the LHM Business,” “Risk Factors,” “Use of Proceeds,” “Summary—Summary Historical Consolidated Financial Information of Asbury and Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company,” “Summary—Summary Historical Combined Financial Information of the LHM Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company,” as well as the audited and unaudited historical financial statements and related notes of the Company and the LHM Business included in this offering memorandum.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information of the Combined Company.

48

ASBURY AUTOMOTIVE GROUP, INC. Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021 (In millions, except per share data)

LHM Group

Asbury Automotive Group, Inc.

TCA Insurance Business (Note 4)

LHM Dealership Business

LHM Real

Estate Business (Note 4)

LHM Business Pro Forma

Adjustments (Note 6)

Finance Adjustments

(Note 8) Pro Forma Combined

ASSETS CURRENT ASSETS:

Cash and cash equivalents $ 330.6 $ 57.4 $ 83.6 $ — $ (3,294.1) a $ 3,176.7 f $ 354.2

Investments, short-term — 3.5 — — — — 3.5 Contracts-in-transit, net 100.3 — — — 86.9 o — 187.2 Accounts receivable, net 106.6 16.1 169.6 — (103.0) b, o — 189.3 Inventories, net 413.8 — 372.1 — (15.0) c — 770.9 Assets held for sale 15.8 — — — — — 15.8 Deferred acquisition costs — 120.5 — — (120.5) b — — Other current assets 183.4 0.7 6.4 0.6 21.2 l — 212.3

Total current assets 1,150.5 198.2 631.7 0.6 (3,424.5) 3,176.7 1,733.2 PROPERTY AND EQUIPMENT, net 1,196.8 1.5 31.5 529.2 220.2 d — 1,979.2 INVESTMENTS, LONG-TERM — 127.5 — — 0.4 k — 127.9 DEFERRED ACQUISITION COSTS — 346.0 — — (346.0) b — — OPERATING LEASE RIGHT-OF-USE-ASSETS 215.9 — — — 34.0 e — 249.9 GOODWILL 569.5 — 86.4 — 1,984.6 f — 2,640.5 INTANGIBLE ASSETS 425.2 — 174.2 — (169.0) f — 430.4 RELATED PARTY RECEIVABLES — 58.8 — — (58.8) b — — OTHER LONG-TERM ASSETS 13.5 0.1 — — — 2.2 c 15.8

Total assets $ 3,571.4 732.1 $ 923.8 $ 529.8 $ (1,759.1) $ 3,178.9 $ 7,176.9 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES:

Floor plan notes payable—trade, net $ 22.1 $ — $ 9.0 $ — $ (9.0) g — $ 22.1 Floor plan notes payable—non-trade, net 116.1 — 173.2 — (173.2) g 293.9 c 410.0 Current maturities of long-term debt 43.3 — — — — 30.0 d 73.3 Unearned premiums, current — 199.9 — — (154.7) i — 45.2 Due to related parties — — 46.0 — (46.0) b — — Current maturities of operating leases 18.2 — — — 7.5 e — 25.7 Accounts payable and accrued liabilities 459.5 12.3 210.5 1.9 (16.0) b 21.3 689.5

Total current liabilities 659.2 212.2 438.7 1.9 (391.4) 345.2 1,265.7 LONG-TERM DEBT 1,327.7 — — 16.3 (16.3) h 2,281.9 g 3,609.6 OPERATING LEASE LIABILITY 202.3 — — — 26.5 e — 228.8 DEFERRED INCOME TAXES 35.3 — — — — — 35.3 UNEARNED PREMIUMS, LONG-TERM — 471.8 — — (365.7) i — 106.1 OTHER LONG-TERM LIABILITIES 45.6 — 32.5 — — — 78.1 RELATED PARTY PAYABLES — — 2.8 431.6 (434.4) b — — COMMITMENTS AND CONTINGENCIES — — — — — — — SHAREHOLDERS’ EQUITY:

Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued or outstanding — — — — — — —

Common stock, $.01 par value, 90,000,000 shares authorized; 41,254,248 actual shares issued and 44,554,248 shares issued on a pro forma basis, including shares held in treasury, respectively

0.4 2.5 2.5 — (5.0) j — 0.4

Additional paid-in capital 607.7 85.1 432.5 80.0 (597.6) j 578.7 b 1,186.4 Retained earnings 1,740.8 (39.6) 16.7 — 23.0 j (26.9) e 1,714.0 Treasury stock, at cost; 21,913,437 shares, respectively (1,043.9) — (1.9) — 1.9 j — (1,043.9)

Accumulated other comprehensive loss (3.7) 0.1 — — (0.1) j — (3.7) Total shareholders’ equity 1,301.3 48.1 449.8 80.0 (577.8) 551.8 1,853.2 Total liabilities and shareholders’ equity $ 3,571.4 $ 732.1 $ 923.8 $ 529.8 $ (1,759.1) $ 3,178.9 $ 7,176.9

49

ASBURY AUTOMOTIVE GROUP, INC.

Unaudited Pro Forma Condensed Combined Statements of Income For the Nine Months Ended September 30, 2021

(In millions, except per share data)

LHM Group LHM

Business Pro Forma

Adjustments (Note 6)

Finance Adjustments

(Note 8)

Pro Forma Combined

Asbury Automotive Group, Inc.

TCA Insurance Business (Note 4)

LHM Dealership Business (Note 4)

LHM Real

Estate Business (Note 4)

LHM Group

Eliminations (Note 5) LHM

Business REVENUE:

New vehicle $ 3,649.6 $ — $ 2,255.5 $ — $ — $ 2,255.5 $ — $ — $ 5,905.1

Used vehicle 2,386.1 — 1,425.2 — — 1,425.2 — — 3,811.3

Parts and service 851.5 — 520.4 — (26.8) c 493.6 — — 1,345.1

Finance and insurance, net 295.7 200.8 191.0 — (177.0) a, b 214.8 — — 510.5

Rent income — — — 46.4 (46.4) d — — — —

Other — — 1.8 — (0.2) b 1.6 — — 1.6

TOTAL REVENUE 7,182.9 200.8 4,393.9 46.4 (250.4) 4,390.7 — — 11,573.6

COST OF SALES: New vehicle 3,324.0 — 2,008.9 — — 2,008.9 (14.8) c — 5,318.1

Used vehicle 2,174.6 — 1,241.8 — — 1,241.8 — — 3,416.4

Parts and service 324.4 — 298.1 — (15.4) c 282.7 — — 607.1

Finance and insurance — 123.4 — — (99.1) b,c 24.3 0.8 f — 25.1

TOTAL COST OF SALES 5,823.0 123.4 3,548.8 — (114.5) 3,557.7 (14.0) — 9,366.7

GROSS PROFIT 1,359.9 77.4 845.1 46.4 (135.9) 833.0 14.0 — 2,206.9

OPERATING EXPENSES: Selling, general, and administrative 778.2 4.9 597.6 7.7 (97.8) a,b,d 512.4 — — 1,290.6

Depreciation and amortization 30.6 0.7 5.8 11.6 — 18.1 2.0 d — 50.7

Other operating (income) expense,

(4.6) — — 0.2 — 0.2 — — (4.4)

INCOME FROM OPERATIONS 555.7 71.8 241.7 26.9 (38.1) 302.3 12.0 — 870.0

OTHER EXPENSES (INCOME): Floor plan interest expense 6.5 — 4.0 — — 4.0 — (0.8) c 9.7

Other interest expense, net 43.2 — (0.2) 10.1 — 9.9 — 56.7 a, c, d 109.8

Gain on divestiture (8.0) — — — — — — — (8.0)

Total other expenses, net 41.7 — 3.8 10.1 — 13.9 — 55.9 111.5

INCOME BEFORE INCOME TAXES 514.0 71.8 237.9 16.8 (38.1) 288.4 12.0 (55.9) 758.5

Income tax expense 122.1 1.7 — — — 1.7 70.4 i (13.4) 6(i) 180.8

NET INCOME $ 391.9 $ 70.1 $ 237.9 $ 16.8 $ (38.1) $ 286.7 $ (58.4) $ (42.5) $ 577.7

EARNINGS PER SHARE: Net income—Basic $ 20.31 $ 25.56

Net income—Diluted $ 20.10 $ 25.34 WEIGHTED AVERAGE SHARES OUTSTANDING:

Basic 19.3 22.6 Restricted stock 0.1 0.1 Performance share units 0.1 0.1

Diluted 19.5 22.8

50

ASBURY AUTOMOTIVE GROUP, INC. Pro Forma Condensed Combined Statements of Income

For the Year Ended December 31, 2020 (In millions, except per share data)

LHM Group

Asbury

Automotive Group, Inc.

Adjusted TCA

Business (Note 4)

LHM Dealership Business

LHM Real

Estate Business (Note 4)

LHM Group Eliminations

(Note 5) LHM Business

LHM Pro Forma

Adjustments (Note 6)

Park Place Pro Forma

Information (Note 7)

Finance Adjustments

(Note 8) Pro

Forma Combined

REVENUE: New vehicle $ 3,767.4 $ — $ 2,600.7 $ — $ — $ 2,600.7 $ — $ 389.8 $ — $ 6,757.9

Used vehicle 2,169.5 — 1,503.9 — — 1,503.9 — 305.5 — 3,978.9

Parts and service 889.8 — 622.2 — (32.7) c 589.5 — 143.4 — 1,622.7

Finance and insurance, net 305.1 239.2 206.8 — (202.5) a,b 243.5 — 16.6 — 565.2

Rent income — — — 62.3 (62.3) d — — — — —

Other — 0.9 — (0.1) b 0.8 — 1.8 — 2.6

TOTAL REVENUE 7,131.8 239.2 4,934.5 62.3 (297.6) 4,938.4 — 857.1 — 12,927.3

COST OF SALES: New vehicle 3,548.9 — 2,411.5 — — 2,411.5 4.6 c 359.5 — 6,324.5

Used vehicle 2,012.9 — 1,325.0 — — 1,325.0 — 283.6 — 3,621.5

Parts and service 346.6 — 353.3 — (18.6) c 334.7 — 63.2 — 744.5

Finance and insurance — 141.0 — — (111.0) b,c 30.0 1.0 f — — 31.0

Other cost of sales — — — — — — — 0.3 — 0.3

TOTAL COST OF SALES 5,908.4 141.0 4,089.8 — (129.6) 4,101.2 5.6 706.6 — 10,721.8

GROSS PROFIT 1,223.4 98.2 844.7 62.3 (168.0) 837.2 (5.6) 150.5 — 2,205.5

OPERATING EXPENSES: Selling, general, and administrative 781.9 6.6 662.4 11.0 (122.1) a,b,d 557.9 — 133.0 — 1,472.8

Depreciation and amortization 38.5 0.9 9.1 15.4 — 25.4 1.3 d 2.4 — 67.6

Franchise rights impairment 23.0 — 7.4 — — 7.4 (7.4) f — — 23.0

Other operating (income) expense, net 9.2 — — — — — — (0.6) — 8.6

INCOME FROM OPERATIONS 370.8 90.7 165.8 35.9 (45.9) 246.5 0.5 15.7 — 633.5

OTHER EXPENSES (INCOME): Floor plan interest expense 17.7 — 12.1 — — 12.1 — 0.8 (7.8) c 22.8

Other interest expense, net 56.7 — (0.3) 22.6 — 22.3 — 0.8 93.4 a, c, d 173.2

Loss on extinguishment of long-term debt, net 20.6 — — — — — — — — 20.6

Gain on divestiture (62.3) — — — — — — — — (62.3)

Total other expenses, net 32.7 — 11.8 22.6 — 34.4 — 1.6 85.6 154.3

INCOME BEFORE INCOME

338.1 90.7 154.0 13.3 (45.9) 212.1 0.5 14.1 (85.6) 479.2

Income tax expense 83.7 1.6 — — — 1.6 49.4 i 4.2 (20.5) 6 (i) 118.4

NET INCOME $ 254.4 $ 89.1 $ 154.0 $ 13.3 $ (45.9) $ 210.5 $ (48.9) $ 9.9 $ (65.1) $ 360.8

EARNINGS PER SHARE: Net income—Basic $ 13.25 $ 16.04

Net income—Diluted $ 13.18 $ 15.96

WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 19.2 22.5

Restricted stock — —

Performance share units 0.1 0.1

Diluted 19.3 22.6

51

ASBURY AUTOMOTIVE GROUP, INC.

Unaudited Pro Forma Condensed Combined Statements of Income For the Nine Months Ended September 30, 2020

(In millions, except per share data)

LHM Group LHM

Business Pro Forma

Adjustments (Note 6)

Park Place Pro Forma

Information (Note 7)

Finance Adjustments

(Note 8)

Pro Forma Combined

Asbury Automotive Group, Inc.

TCA Insurance Business (Note 4)

LHM Dealership Business

LHM Real

Estate Business (Note 4)

LHM Group Eliminations

(Note 5) LHM Business

REVENUE: New vehicle $ 2,541.8 $ — $ 1,867.3 $ — $ — $ 1,867.3 $ — $ 389.8 $ — $ 4,798.9

Used vehicle 1,510.2 — 1,150.9 — — 1,150.9 — 305.5 — 2,966.6

Parts and service 628.0 — 461.5 — (24.5) c 437.0 — 143.4 — 1,208.4

Finance and insurance, net 217.8 177.5 154.9 — (151.1) a,b 181.3 — 16.6 — 415.7

Rent income — — — 46.7 (46.7) d — — — — —

Other — — 0.6 — (0.1) b 0.5 — 1.8 — 2.3

TOTAL REVENUE 4,897.8 177.5 3,635.2 46.7 (222.4) 3,637.0 — 857.1 — 9,391.9

COST OF SALES: New vehicle 2,406.2 — 1,740.5 — — 1,740.5 3.5 c 359.5 — 4,509.7

Used vehicle 1,393.2 — 1,013.7 — — 1,013.7 — 283.6 — 2,690.5

Parts and service 247.3 — 262.0 — (13.9) c 248.1 — 63.2 — 558.6

Finance and insurance — 106.0 — — (81.4) b,c 24.6 0.8 f 0.3 — 25.7

TOTAL COST OF SALES 4,046.7 106.0 3,016.2 — (95.3) 3,026.9 4.3 706.6 — 7,784.5

GROSS PROFIT 851.1 71.5 619.0 46.7 (127.1) 610.1 (4.3) 150.5 — 1,607.4

OPERATING EXPENSES: Selling, general, and

553.4 5.0 489.4 7.3 (91.5) a,b,d 410.4 — 133.0 — 1,096.6

Depreciation and amortization 29.0 0.7 6.9 11.6 — 19.2 0.9 d 2.4 — 51.5

Franchise rights impairment 23.0 — — — — — — — — 23.0

Other operating (income) expense, net 9.4 — — 0.2 — — — (0.6) — 9.0

INCOME FROM OPERATIONS 236.3 65.8 122.7 27.6 (35.6) 180.5 (5.2) 15.7 — 427.3

OTHER EXPENSES (INCOME): Floor plan interest expense 14.1 — 10.2 — — 10.2 — 0.8 (7.0) c 18.1

Other interest expense, net 41.7 — (0.3) 16.5 — 16.2 — 0.8 50.4 a,c,d 109.1

Loss on extinguishment of long-term debt, net 20.6 — — — — — — — — 20.6

Gain on divestiture (58.4) — — — — — — — — (58.4)

Total other expenses, net 18.0 — 9.9 16.5 — 26.4 — 1.6 43.4 89.4

INCOME BEFORE INCOME TAXES 218.3 65.8 112.8 11.1 (35.6) 154.1 (5.2) 14.1 (43.4) 337.9

Income tax expense 53.0 0.9 — — — 0.9 34.9 i 4.2 (10.4) 6(i) 82.6

NET INCOME $ 165.3 $ 64.9 $ 112.8 $ 11.1 $ (35.6) $ 153.2 $ (40.1) $ 9.9 $ (33.0) $ 255.3

EARNINGS PER SHARE: Net income—Basic $ 8.61 $ 11.35

Net income—Diluted $ 8.56 $ 11.30

WEIGHTED AVERAGE SHARES OUTSTANDING: Basic 19.2 22.5

Restricted stock — —

Performance share units 0.1 0.1

Diluted 19.3 22.6

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1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The unaudited pro forma information depicts the accounting for the LHM Acquisition (“LHM Business Pro Forma Adjustments”), along with the assumed LHM Acquisition financing (“Financing Adjustments”) and present reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). In addition, pro forma information related to the Park Place acquisition, which closed in August 2020, for the pre-acquisition period of January 1, 2020 to August 23, 2020 has been added to the pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary to assist in understanding the Combined Company upon consummation of the LHM Acquisition and other Pro Forma Transactions.

The acquisition of the LHM Business will be accounted for as a business combination using the acquisition method of accounting under ASC Topic 805, Business Combinations. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with any excess purchase price allocated to goodwill. To date, the Company has estimated a preliminary allocation of the purchase price to the assets acquired and liabilities assumed in the LHM Acquisition based on available information, and will complete the allocation of such purchase price as further information becomes available. The final purchase price allocation may differ from that reflected in the following unaudited pro forma condensed combined financial statements, and these differences may be material.

The unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2021, assumes that the following Pro Forma Transactions occurred on September 30, 2021:

• the consummation of the LHM Acquisition in full; • the assumed net cash proceeds, after deducting the underwriting discount, of $600.0 million from the Company’s

proposed issuance of approximately 3,300,000 shares of its common stock; • the proposed issuance of the $ million aggregate principal amount of 2029 Notes and $ billion aggregate principal

amount of 2032 Notes; • the proposed drawdown of $175.1 million under the New Vehicle Floor Plan Facility, $140.0 million under the Used

Vehicle Floor Plan Facility and $235.0 million under the 2019 Senior Credit Facility; and • the assumed execution and drawdown of $600.0 million in connection with the New Real Estate Facility.

The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2021, the year ended December 31, 2020 and the nine months ended September 30, 2020 assume that the Pro Forma Transactions, including this offering of Notes, occurred on January 1, 2020.

The pro forma adjustments reported in these financial statements are based upon available information and certain assumptions that the Company’s management believe are reasonable. See “Risk Factors—Risks Related to the LHM Acquisition—We may not acquire all assets of the LHM Business. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to represent or be indicative of what the results of operations or financial condition would have been had the Pro Forma Transactions actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial condition for any future period or as of any future date. See “Risk Factors—Risks Related to the LHM Acquisition—The pro forma financial information in this offering memorandum may not be reflective of our operating results and financial condition following the Transactions, particularly if less than all of the assets of the LHM Business are acquired.” The unaudited combined pro forma financial information does not reflect the realization of any expected cost savings or other synergies from the LHM Acquisition. See the accompanying Note 9, Management’s Adjustments, for details on expected cost savings and synergies. The unaudited pro forma condensed combined financial information of the Combined Company should be read in conjunction with the audited and unaudited historical financial statements and related notes of the Company and the TCA Insurance Business, the LHM Dealership Business and LHM Real Estate Business.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.

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2. Proposed Sources of Purchase Price

The Company is expected to close on the LHM Acquisition in the fourth quarter of fiscal year 2021. The preliminary purchase price as described in the Equity Purchase Agreement is approximately $3.3 billion, excluding new vehicle inventory and estimated transaction fees and expenses related to the LHM Acquisition. The expected sources of the preliminary purchase consideration is as follows:

(In millions) Cash, net of cash acquired 44.0 Proceeds of Senior Notes issuance 1,500.0 Proceeds from Common Stock issuance 600.0 New Vehicle Floor Plan Facility 175.1 Used Vehicle Floor Plan Facility 140.0 New Real Estate Facility 600.0 Senior Credit Facility Revolver 235.0 Preliminary purchase price $ 3,294.1

3. Preliminary Purchase Price Allocation

Under the acquisition method of accounting, the estimated purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on management’s estimates of fair value and assumptions related to information currently available. The following table summarizes the allocation of the estimated purchase price based on preliminary estimates of fair value:

Assets Acquired and Liabilities Assumed (In millions) Cash $ 141.1 Investments, short-term 3.5 Contracts-in-transit 86.9 Accounts receivable 82.7 Inventories 357.2 Other current assets 29.0 Property and equipment 782.4 Goodwill and other intangible assets 2,075.9 Investments, long-term 127.9 Operating lease assets 34.0 Total assets acquired 3,720.6 Unearned premiums (151.2) Operating lease liabilities (34.0) Accounts payable and accrued liabilities (208.9) Other liabilities (32.4) Deferred taxes — Total liabilities assumed (426.5) Net assets acquired $ 3,294.1

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The fair value of property and equipment acquired is summarized below:

Fair value

(In millions) Estimated useful life Land $ 274.4 N/A Buildings 455.9 30-40 years Leasehold improvements 2.5

Lesser of remaining lease term or life of asset

Construction in progress 17.1 N/A Computer equipment and software 1.2 3-10 years Company vehicles 2.2 3-5 years Furniture, fixtures & equipment 29.1 3-10 years $ 782.4

The final purchase price allocation will be determined once the Company has completed the detailed valuations and

necessary calculations related to the LHM Acquisition. A decrease in the fair value of the assets acquired or liabilities assumed in the LHM Acquisition from the preliminary

estimates presented would result in a dollar-for-dollar corresponding increase in the amount of goodwill resulting from the LHM Acquisition. In addition, if the value of the property and equipment and other intangible assets is higher than the amount included in these unaudited pro forma condensed combined financial statements, it may result in higher depreciation and amortization expense than is presented herein. Any such increases could be material, and could result in the Company’s actual future financial condition or results of operations differing materially from that presented herein. As a result, the final purchase price allocation may differ materially from the preliminary purchase price allocation.

4. Reclassifications

The following reclassification adjustments were made to conform the presentation of the TCA Insurance Business financial information to the Company’s presentation (in millions):

Presentation in TCA Insurance Business Historical Combined Statements of

Income

Presentation in Unaudited Pro Forma Condensed Combined

Statements of Income Nine Months Ended September 30, 2021

Year ended December 31,

2020 Nine Months Ended September 30, 2020

(Dollars in millions)

Premium and administrative fee income Revenue - Finance and insurance,

160.5 190.9 143.5

Service and licensing fee income Revenue - Finance and insurance,

31.0 37.6 27.7

Claims expense incurred Cost of Sales - Finance and i

32.3 42.5 32.0

Other cost of sales Cost of Sales - Finance and i

0.7 0.5 0.4

Amortization of deferred acquisition costs Cost of Sales - Finance and i

90.4 97.9 73.7

Salaries and benefits Selling, general and administrative 2.9 3.8 2.8

Rent Selling, general and administrative 0.2 0.2 0.2

Professional fees Selling, general and administrative 0.8 1.0 0.8

Other general and administrative Selling, general and administrative 1.0 1.5 1.3

Net investment income Revenue - Finance and insurance, net

6.3 7.6 3.7

Net realized gains Revenue - Finance and insurance, net

0.9 0.9 0.7

Other income Revenue - Finance and insurance, net

2.1 2.2 1.9

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Presentation in TCA Insurance Business Historical Balance Sheet

Presentation in Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2021

(Dollars in millions) Premiums receivables Accounts receivable, net 16.1

Accrued investment income Other current assets 0.6

Other receivable Other current assets 0.1

Bonds, available for sale, at estimated fair value Investments, long-term 25.2

Bonds, held-to-maturity, amortized cost Investments, long-term 36.2

Common stock, available for sale Investments, long-term 61.1

Mortgage loans, amortized cost, long-term portion Investments, long-term 0.8

Alternative investments Investments, long-term 4.2

Deferred income tax asset Other long-term assets 0.1

Taxes, licenses, and fees, excluding income taxes Accounts payable and accrued liabilities 0.1

Claims payable Accounts payable and accrued liabilities 1.1

Unpaid losses and loss adjustment expenses Accounts payable and accrued liabilities 2.1

The following reclassification adjustments were made to conform the presentation of the LHM Real Estate Business financial information to the Company’s presentation:

Presentation in LHM Real Estate Business Historical Financial Statements

Presentation in Unaudited Pro Forma Condensed Combined Financial Statements

As of September 30, 2021 (Dollars in millions)

Land Property and equipment, net 206.1 Buildings and leasehold improvements Property and equipment, net 438.5 Furniture, fixtures, and equipment Property and equipment, net 41.7 Construction and equipment in progress Property and equipment, net 15.8 Accumulated depreciation and amortization Property and equipment, net 172.9 Mortgage notes payable, net Long-term debt 16.3 Parent’s net investment Additional paid-in capital 80.0

Presentation in LHM Real Estate Business Historical Combined Statements of Income

Presentation in Unaudited Pro Forma Condensed Combined Statements of

Income

Nine Months Ended

September 30, 2021

Year ended December 31,

2020

Nine Months Ended

September 30, 2020

(Dollars in millions) Repairs and maintenance Selling, general and administrative 0.2 0.1 0.1

Loss on disposal of assets Other operating (income) expense, net 0.2 — 0.2

Interest, investment, and other income Other interest expense, net 0.6 0.5 1.0

Interest expense Other interest expense, net 12.6 16.1 11.7 Unrealized (loss) gain on fair value of derivative instruments Other interest expense, net 1.9 (7.0) (5.7 )

A reclassification adjustment of $0.8 million was made as a reduction to Selling, general and administrative expense and an

increase to Other operating (income) expense, net, to conform the presentation of the LHM Dealership Business financial information to the Company’s presentation.

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5. LHM Business Eliminations

The LHM Business limitation set forth in the unaudited pro forma condensed combined financial information reflect the elimination of certain inter-group transactions within the Condensed Combined Statements of Income as follows:

a. The elimination of service and license fees payable by the LHM Dealership Business to the TCA Insurance Business

which is recorded as selling, general and administrative expense in the LHM Dealership Business. Service and license fees revenue was $31.1 million for the nine months ended September 30, 2021, $37.6 million for the year ended December 31, 2020, and $27.7 million for the nine months ended September 30, 2020.

b. The elimination of commissions earned by the LHM Dealership Business from the TCA Insurance Business in

connection with the sale of the TCA Insurance Business F&I products;

Nine Months Ended September 30, 2021

Year Ended December 31, 2020

Nine Months Ended September 30, 2020

(Dollars in millions) Finance and insurance revenue (145.9) (164.9) (123.4) Other revenue (0.2) (0.1) (0.1) Finance and insurance cost of sales (87.7) (96.9) (70.8) Selling, general and administrative (20.3) (22.2) (17.1)

c. The elimination of P&S revenue and costs of goods sold in the LHM Dealership Business in connection with service

related claims incurred by the TCA Insurance Business; and

Nine Months Ended September 30, 2021

Year Ended December 31, 2020

Nine Months Ended September 30, 2020

(Dollars in millions) Parts and service revenue (26.8) (32.7) (24.5) Parts and service cost of sales (15.4) (18.6) (13.9) Finance and insurance cost of sales (11.4) (14.1) (10.6)

d. The elimination of rental income in the LHM Real Estate Business payable by the LHM Dealership Business. Rental

income was $46.4 million for the nine months ended September 30, 2021, $62.3 million for the year ended December 31, 2020, and $46.7 million for the nine months ended September 30, 2020.

6. LHM Business Pro Forma Adjustments

The LHM Business pro forma adjustments set forth in the unaudited pro forma condensed combined financial information reflect the following:

a. Represents cash paid by the Company to the sellers of the LHM Business in exchange for the assets and liabilities acquired in the LHM Acquisition.

b. The settlement or elimination of inter-group assets, liabilities and transactions between entities within the LHM Business including the following:

i. Elimination of inter-company accounts receivable and accounts payable of $16.1 million;

ii. Elimination of deferred acquisition costs related to commissions payable by the TCA Insurance Business to the LHM Dealership Business of $120.5 million (current) and $346.0 million (long-term);

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iii. Settlement of related party receivables of $58.8 million; and

iv. Settlement of related party payables of $46.0 million and $434.4 million.

c. Recording the preliminary fair value estimate of inventory acquired of $357.2 million adjusted to reverse a LIFO reserve of $6.2 million. Based on the preliminary fair value estimate, no significant future income statement impact is anticipated related to this fair value adjustment. In addition, the impact of the LIFO reserve within the historical LHM Dealership Business was eliminated from the Pro Forma Condensed Combined Statements of Income for the nine months ended September 30, 2021 ($14.8 million increase to net income before taxes), for the year ended December 31, 2020 ($4.6 million decrease to net income before taxes) and for the nine months ended September 30, 2020 ($3.5 million decrease to net income before taxes).

d. The preliminary adjustment of $220.2 million to the historical carrying value of property and equipment acquired to its estimated fair value. The estimated fair value of property and equipment is expected to be depreciated over their estimated useful lives as outlined in Note 3, Preliminary Purchase Price Allocation. An adjustment to historical depreciation expense to reflect depreciation expense using adjusted fair values has been reflected in the Pro Forma Condensed Combined Statements of Income.

e. To conform the LHM Business accounting policies to reflect the adoption of ASC Topic 842, Leases, including the right-of-use asset of $34.0 million and current ($7.5 million) and long-term ($26.6 million) lease liabilities for operating leases entered into and assumed in the LHM Acquisition.

f. The recording of goodwill and indefinite-lived franchise intangible assets acquired of $2.1 billion and definite-lived value of business acquired intangible assets of $5.1 million, less the adjustment to remove the LHM Business’s historical goodwill of $86.4 million and franchise rights intangible assets of $174.2 million and the reversal of the franchise rights impairment charge of $7.4 million reflected in the LHM Dealership Business Statement of Income for the year ended December 31, 2020. Goodwill represents the excess cost of the LHM Business over the estimated fair value of the identifiable net assets acquired. Indefinite-lived franchise rights intangible assets represent the Company’s rights under franchise agreements with manufacturers, which will be recorded at an individual franchise level. The Condensed Combined Statements of Income include an increase to cost of sales, F&I, to reflect estimated amortization expense of acquired definite-lived value of business acquired intangible assets at their estimated fair value as follows:

Nine Months Ended September 30,

2021 Year Ended December 31,

2020 Nine Months Ended September 30,

2020 (Dollars in millions)

Amortization expense 0.8 1.0 0.8

g. Represents the settlement of the Floor plan notes—trade, net of the LHM Dealership Business $9.0 million and

Floor plan notes payable—non-trade, net of $173.2 million upon consummation of the LHM Acquisition.

h. Represents the settlement of the LHM Real Estate Business long-term debt of $16.3 million.

i. Represents adjustments to income tax provision. The income tax provision adjustment is calculated by applying the estimated U.S. statutory tax rates of 24% for the year ended December 31, 2020 and for the nine months ended September 30, 2021 and 2020 to the historical LHM Business pre-tax income to the extent certain entities forming part of the LHM Business were historically pass-through entities. The pro forma tax rates used in these Pro Forma Condensed Combined Statements of Income will likely vary from the actual effective tax rate in periods subsequent to the consummation of the LHM Acquisition.

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j. The equity impact of the elimination of historical equity balances of the LHM Business.

k. The adjustment of $0.4 million to the reflect investments acquired at their estimated fair value.

l. The recording of the preliminary fair value estimate of courtesy vehicles of $21.2 million and the related liability in the same amount recorded within Accounts payable and accrued liabilities to be consistent with the Company’s financial statement presentation.

m. Represents the adjustments to record unearned premium related to TCA at its preliminary fair value.

n. Basic and diluted weighted average per share data has been adjusted for the assumed issuance of 3,300,000 shares of Common Stock.

o. Represents the reclassification of Contracts-in-transit, net of $86.9 million from Accounts receivable, net to align to the Company’s financial statement presentation.

p. $3.5 million of transaction costs have been recorded in the Condensed Combined Statement of Income for the nine months ended September 30, 2021.

Management of the Company is currently in the process of conducting a more detailed review of accounting policies used in the historical financial statements of the TCA Insurance Business, the LHM Dealership Business and the LHM Real Estate Business to determine if differences in accounting policies require any further reclassification to conform to the Company’s accounting policies and classifications. As a result, we may identify additional differences between the accounting policies of the Company and the LHM Business that, when conformed, could have a material impact on these unaudited pro forma condensed combined financial statements.

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7. Park Place Pro Forma Financial Information The unaudited pro forma condensed combined financial information presented below is derived from the historical financial statements for the six months ended June 30, 2020 and historical financial information for the pre-acquisition period from July 1, 2020 to August 23, 2020 of the Park Place dealerships acquired, as adjusted to give effect to the Park Place Acquisition and reflect the issuance of the $200.0 million notes issued by the seller of the Park Place dealerships and the drawdown of $127.5 million the New Vehicle Floor Plan Facility and $35.0 million under the Used Vehicle Floor Plan Facility which partly funded the purchase price. The unaudited pro forma financial information for the nine months ended September 30, 2020 and for the year ended December 31, 2020, assume that the Park Place Acquisition occurred on January 1, 2019. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed financial information. Park Place Pro Forma Financial Information Park Place Acquisition

Nine Months Ended September 30, 2020

and Year Ended December 31, 2020

Park Place Pro Forma

Adjustments Pro Forma Park

Place (In millions) REVENUE: New vehicle $ 413.9 $ (24.1) a $ 389.8 Used vehicle 327.7 (22.2) a 305.5 Parts and service 151.1 (7.7) a 143.4 Finance and insurance, net 18.1 (1.5) a 16.6 Other 1.8 — 1.8 TOTAL REVENUE 912.6 (55.5) 857.1 COST OF SALES: New vehicle 381.7 (22.2) a 359.5 Used vehicle 304.2 (20.6) a 283.6 Parts and service 66.9 (3.7) a 63.2 Other 0.3 — 0.3 TOTAL COST OF SALES 753.1 (46.5) 706.6 GROSS PROFIT 159.5 (9.0) 150.5 OPERATING EXPENSES: Selling, general, and administrative 125.3 7.7 a, b 133.0 Depreciation and amortization 7.1 (4.7) a, c 2.4 Other operating (income) expense, net (0.3) (0.3) a (0.6) INCOME FROM OPERATIONS 27.4 (11.7) 15.7

OTHER EXPENSES (INCOME): Floor plan interest expense 1.7 (0.9) a, d 0.8 Other interest expense, net 2.6 (1.8) a, d 0.8 Gain on divestiture — — — Total other expenses, net 4.3 (2.7) 1.6 INCOME BEFORE INCOME TAXES 23.1 9.0 14.1 Income tax expense — 4.2 a, e 4.2 NET INCOME $ 23.1 $ (13.2) $ 9.9

Pro forma adjustments

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The pro forma adjustments set forth in the unaudited pro forma condensed combined financial information reflect the following:

a. Adjustments related to the divestiture of the Lexus Greenville dealership.

b. The right-of-use asset and lease liabilities for operating leases entered into and assumed in the Park Place acquisition and related rent expense.

c. The estimated depreciation expense associated with the fair value of property and equipment acquired.

d. Changes in interest expense resulting from the $200.0 million Seller Notes issued, and the drawdowns under the

New Vehicle Floor Plan Facility and Used Vehicle Floor Plan Facility, in connection with the Park Place acquisition, and resulting interest expense not incurred on the indebtedness of Park Place not assumed by the Company in the Acquisition.

e. The income tax effect of the pro forma adjustments outlined in (a) through (d) above and the Park Place dealerships’

pre-tax income. The income tax provision adjustment is calculated by applying the estimated U.S. statutory tax rates of 24% for the year ended December 31, 2020 and for the nine months ended September 30, 2020.

8. Finance Adjustments

The finance adjustments set forth in the unaudited pro forma condensed combined financial information reflect certain proposed financing transactions and resultant changes in the Company’s indebtedness that have been assumed to have occurred in conjunction with LHM Acquisition. As it relates to the financings noted in (c) and (d) below for which interest expense is based on a variable interest rate, a change in the interest rate of 0.125% will result in an increase or decrease in Other interest expense, net of $1.4 million. The financing adjustments include the following:

a. The assumed aggregate proceeds of $1.5 billion from the proposed issuance of 2029 Notes and 2032 Notes, as

described herein, offset by the capitalized transaction costs of $18.8 million incurred in connection with the Senior Notes issuance. The pro forma condensed combined statements of income include the increase in interest expense and amortization of deferred finance charges resulting from the Senior Notes issuance.

b. The assumed net proceeds, after deducting the underwriting discount, of $600.0 million arising from the proposed

issuance of approximately 3,300,000 shares of the Company’s Common Stock at a share price of $195.71 per share as of October 29, 2021. The net proceeds reflected in the Pro Forma Condensed Combined Balance Sheet is offset by $19.5 million of transaction costs associated with the Common Stock issuance. The share price at the time of the Common Stock Offering may vary significantly from the share price reflected in the Pro Forma Condensed Combined Balance Sheet.

c. The drawdowns of $175.1 million under the New Vehicle Floor Plan Facility ($21.2 million related to courtesy

vehicles is reflected in Accounts payable and accrued liabilities while the remaining $153.9 million is reflected in Floor plan notes payable–non-trade, net) and $140.0 million under the Used Vehicle Floor Plan Facility (reflected in Floor plan notes payable–non-trade, net) and $235.0 million under the Revolving Credit Facility (reflected in Long-term debt), net of $2.2 million finance charges incurred. The pro forma condensed combined statements of income include the increase in interest expense and including the amortization of deferred finance charges of $2.2 million incurred in connection with the Senior Credit Facility drawdowns. To calculate the related interest expense, the interest rate applied to these drawdowns was the 1-month USD LIBOR rate as of September 30, 2021 of 0.08% plus an applicable margin.

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d. The assumed proceeds of $600.0 million from the New Real Estate Facility, offset by the capitalized transaction costs of $1.5 million incurred in connection with the execution of the New Real Estate Facility to finance the real estate properties acquired in connection with the LHM Acquisition. The pro forma condensed combined statements of income include the increase in interest expense and amortization of deferred finance charges resulting from the execution of the New Real Estate Facility within Other interest expense, net. To calculate the related interest expense, the interest rate applied to these drawdowns was the 1-month USD LIBOR rate as of September 30, 2021 of 0.08% plus an applicable margin.

e. The commitment fees of $26.9 million included in Other interest expense, net for the year ended December 31, 2020

associated with the Bridge Commitment Letter, pursuant to which, among other things, the Commitment Parties and a syndicate of lenders (the “Bridge Lenders”) have committed to provide bridge debt financing for the LHM Acquisition, consisting of (i) a $2.35 billion HY Bridge Facility; and (ii) a $900.0 million 364-Bridge Facility, the availability of each will be reduced upon the completion of certain debt and equity financings, as applicable, including upon issuance of the Notes and the completion of the Common Stock offerings, and upon other specified events. We intend to terminate the commitments under the Bridge Commitment Letter when we obtain the permanent financing described above.

f. The proceeds from the financing transactions referenced in (a) through (d) above resulted in the following cash proceeds:

As of September 30, 2021

(In millions) Senior Notes Issuance $ 1,500.0 Common Stock Issuance 600.0 New Vehicle Floor Plan Facility 175.1 Used Vehicle Floor Plan Facility 140.0 New Real Estate Facility 600.0 Senior Credit Facility Revolver 235.0 (Less) Transaction Costs and Finance Charges (73.4) Net Proceeds $ 3,176.7

g. Long-term debt comprises the following, net of debt issuance costs:

As of September 30, 2021

(In millions) Senior Notes Issuance $ 1,500.0 Senior Credit Facility Revolver 235.0 New Real Estate Facility 600.0 (Less) Debt Issuance Costs (23.1) Total Debt $ 2,311.9 (Less) Current portion of Long-term debt (30.0) Long Term Debt $ 2,281.9

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9. Management’s Adjustments

The tables below reflect estimated cost savings consisting of a reduction in (i) corporate costs due to the elimination of family management fees of the LHM Business and (ii) the ability to leverage our scale to reduce costs related to purchasing certain information technology and advertising contracts through national vendor relationships, based on current contracted rates paid by Asbury.

These items below reflect all Management's Adjustments that are, in the opinion of management, deemed necessary to a fair

statement of the pro forma combined financial information presented. The adjustments presented include forward-looking information subject to safe-harbor protections of the Securities Act of 1934, and future results may vary significantly to what is presented below. Management's Adjustments do not include the divestiture of up to six dealership franchises in connection with the LHM Acquisition, as required by the original equipment manufacturers.

For the

Nine Months Ended September 30,

2021

Year Ended December 31,

2020

Nine Months Ended September 30,

2020 (In millions) Pro forma combined net income $ 577.7 $ 360.8 $ 255.3 Management's adjustments:

Cost savings 51.8 43.5 30.3 Tax effect (12.4) (10.4) (7.3)

Pro forma combined net income after management's adjustments $ 617.1 $ 393.9 $ 278.3

For the Nine Months Ended September 30,

2021

Pro forma combined Cost savings, net of tax Pro forma combined, after cost savings

Earnings per share Basic $ 25.56 $ 1.75 $ 27.31 Diluted $ 25.34 $ 1.73 $ 27.07

Weighted average number of shares (in millions)

Basic 22.6 — 22.6 Diluted 22.8 — 22.8

For the Year Ended December 31,

2020

Pro forma combined Cost savings, net of tax Pro forma combined, after cost savings

Earnings per share Basic $ 16.04 $ 1.47 $ 17.51 Diluted $ 15.96 $ 1.47 $ 17.43

Weighted average number of shares (in millions)

Basic 22.5 — 22.5 Diluted 22.6 — 22.6

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For the Nine Months Ended September 30,

2020

Pro forma combined Cost savings, net of tax Pro forma combined, after

cost savings Earnings per share

Basic $11.35 $1.02 $12.37 Diluted $11.30 $1.01 $12.31

Weighted average number of shares (in millions)

Basic 22.5 — 22.5 Diluted 22.6 — 22.6

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DESCRIPTION OF OTHER INDEBTEDNESS 2019 Senior Credit Facility We are party to a credit agreement with Bank of America, N.A. (“Bank of America”), as administrative agent, and the other co-syndication agents and lenders party thereto (as amended, restated or supplemented from time to time, the “2019 Senior Credit Agreement”). The 2019 Senior Credit Agreement provides for a credit facility consisting of a (i) $250.0 million revolving credit facility (the “Revolving Credit Facility”) with a $50.0 million sublimit for letters of credit, (ii) $1.04 billion new vehicle revolving floor plan facility (the “New Vehicle Floor Plan Facility”), and (iii) $160.0 million used vehicle revolving floor plan facility (the “Used Vehicle Floor Plan Facility” and, together with the Revolving Credit Facility and the New Vehicle Floor Plan Facility, the “2019 Senior Credit Facility”), in each case subject to limitations on borrowing availability as set out in the 2019 Senior Credit Agreement. Subject to the compliance with certain conditions, the 2019 Senior Credit Agreement provides that we and our dealership subsidiaries that are borrowers under the 2019 Senior Credit Facility (collectively, the “Borrowers”) have the ability, at our option, to re-designate a portion of our availability under the Revolving Credit Facility to the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility, provided that no more than 20% of the aggregate floorplan commitments may be allocated to the Used Vehicle Floorplan Facility. The maximum amount we are allowed to re-designate is determined based on aggregate commitments under the Revolving Credit Facility. In addition, we are able to designate any amounts in the New Vehicle Floor Plan Facility or the Used Vehicle Floor Plan Facility back to the Revolving Credit Facility. The 2019 Senior Credit Agreement also provides that we have the ability, at our option and subject to the receipt of additional commitments from existing or new lenders, to increase the size of the facilities without lender consent in an amount not exceeding the amount equal to the sum of (A) the amount that would make the Consolidated Secured Leverage Ratio equal to 2.00 to 1.00 plus (B) $350 million and provided commitments under the Revolving Credit Facility shall not exceed 20% of the aggregate commitment. Proceeds from borrowings under the 2019 Senior Credit Facility will be used, among other things, (i) to finance the purchase of new and used vehicles by us and certain of our subsidiaries, (ii) for our working capital needs and the working capital needs of certain of our subsidiaries, and (iii) for other general corporate purposes. Borrowings under the Revolving Credit Facility bear interest, at our option, based on the London Interbank Offered Rate (“LIBOR”) or the Base Rate, in each case plus an Applicable Rate. The Base Rate is the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.00%. Applicable Rate means with respect to the Revolving Credit Facility, a range from 1.00% to 2.00% for LIBOR loans and 0.15% to 1.00% for Base Rate loans, in each case based on our consolidated total lease adjusted leverage ratio.

In connection with the New Vehicle Floor Plan Facility, we continue to maintain an offset account with Bank of America that allows us to transfer cash as an offset to floor plan notes payable. These transfers reduce the amount of outstanding new vehicle floor plan notes payable that would otherwise accrue interest, while retaining the ability to transfer amounts from the offset account into our operating cash accounts within one to two days. As a result of the use of our floor plan offset account, we experience a reduction in Floor Plan Interest Expense on our Consolidated Statements of Income. In addition to the payment of interest on borrowings outstanding under the 2019 Senior Credit Facility, we are required to pay a quarterly commitment fee on total unused commitments thereunder. The fee for unused commitments under the Revolving Credit Facility is between 0.15% and 0.40% per year, based on our total lease adjusted leverage ratio, and the fee for unused commitments under the New Vehicle Facility Floor Plan and the Used Vehicle Facility Floor Plan Facility is 0.15% per year. The 2019 Senior Credit Facility matures, and all amounts outstanding thereunder will be due and payable, on September 25, 2024. The representations and covenants contained in the 2019 Senior Credit Agreement are customary for financing transactions of this nature including, among others, a requirement to comply with a minimum consolidated current ratio and consolidated fixed charge coverage ratio (each as defined in the 2019 Senior Credit Agreement) and a maximum consolidated total lease adjusted leverage ratio, in each case as set out in the 2019 Senior Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2019 Senior Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. In certain instances, an event of default under either the Revolving Credit Facility or the Used Vehicle Floor Plan Facility could be, or result in, an event of default under the New Vehicle Floor Plan Facility, and vice versa. Upon the occurrence of an event of default, we could be required to immediately repay all amounts outstanding under the applicable facility.

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The obligations under the 2019 Senior Credit Agreement are guaranteed by each existing, and will be guaranteed by each of our future, direct and indirect domestic subsidiaries, other than certain immaterial subsidiaries and the TCA Non-Guarantor Subsidiaries. The obligations under the New Vehicle Floor Plan Facility and Used Vehicle Floor Plan Facility are each also guaranteed by us. The obligations under each of the Revolving Credit Facility and the Used Vehicle Floor Plan Facility are collateralized by liens on substantially all of the present and future assets, other than real property, of us and the guarantors. The obligations under the New Vehicle Floor Plan Facility are collateralized by liens on substantially all of the present and future assets, other than real property, of the borrowers under the New Vehicle Floor Plan Facility. Amendment in connection with the LHM Acquisition In connection with the LHM Acquisition, we have entered into an amendment to the 2019 Senior Credit Agreement. Upon the delivery of notice and satisfaction of customary closing conditions, in our discretion, the amendment to the 2019 Senior Credit Agreement is expected to, among other things, (1) increase the aggregate commitments under the Revolving Credit Facility to $450.0 million (2) increase the aggregate commitments under the Used Vehicle Floorplan Facility to $350.0 million, (3) increase the aggregate commitments under the New Vehicle Floorplan Facility to $1.75 billion, (4) remove our minimum consolidated current ratio covenant and (5) provide for limited conditionality with respect to the borrowings under the 2019 Senior Credit Agreement to be used to fund a portion of the consideration for the LHM Acquisition. We expect to satisfy these conditions at or prior to the closing of the LHM Acquisition and in no event later than December 31, 2021. In connection with the consummation of the LHM Acquisition, we intend to borrow approximately $235.0 million under the Revolving Credit Facility and approximately $140.0 million under the Used Vehicle Floor Plan Facility. Other Floor Plan Financing Facilities In addition to the New Vehicle Floor Plan Facility and Used Vehicle Floor Plan Facility, which are components of our 2019 Senior Credit Facility, we have a floor plan facility with the Ford Motor Credit Company (“Ford Credit”) to purchase new Ford and Lincoln vehicle inventory. Our floor plan facility with Ford Credit was amended in July 2020 and can be terminated by either the Company or Ford Credit with a 30-day notice period. We have also established a floor plan offset account with Ford Credit, which operates in a similar manner to our floor plan offset account with Bank of America. Neither our floor plan facility with Ford Credit nor our facilities for loaner vehicles have stated borrowing limitations. Borrowings under these other floor plan financing facilities accrue interest at 1.50% above the prime rate.

Under the terms of the collateral documents entered into with the lenders under these other floor plan financing facilities, we and all of our dealership subsidiaries have granted security interests in the vehicle inventory financed under the respective floor plan facilities, as well as the proceeds from the sale of such vehicles, and certain other collateral.

Regardless of whether borrowings are under our 2019 Senior Credit Facility or one of our other floor plan financing facilities, we consider floor plan notes payable to a lender unaffiliated with the manufacturer from which we purchase a new vehicle “Non-Trade” and all floor plan notes relating to used vehicles “Floor Plan Notes Payable-Non-Trade” and a purchase from a lender affiliated with the manufacturer from which we purchase our new vehicle inventory “Floor Plan Notes Payable-Trade.” As of September 30, 2021, we had $22.1 million of Floor Plan Notes Payable-Trade, net and $116.1 million of Floor Plan Notes Payable-Non-Trade, net outstanding. For a more detailed discussion of our floor plan notes payable, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources” for the three months ended September 30, 2021, which is incorporated by reference herein. The 2028 Notes and 2030 Notes On February 19, 2020, the Company completed its offering of senior unsecured notes, consisting of $525.0 million aggregate principal amount of Senior Notes due 2028 (the “Existing 2028 Notes”) and $600.0 million aggregate principal amount of the Senior Notes due 2030 (the “Existing 2030 Notes” and together with the Existing 2028 Notes, the “Existing Notes”). The Existing 2028 Notes and Existing 2030 Notes mature on March 1, 2028 and March 1, 2030, respectively. On March 24, 2020, the Company delivered notice to the sellers terminating the 2019 Asset Purchase Agreement and the Real Estate Purchase Agreement. As a result, the Company redeemed $245.0 million aggregate principal million of the Existing 2028 Notes and $280.0 million aggregate principal amount of the Existing 2030 Notes pursuant to the Special Mandatory Redemption. In September 2020, the Company completed an add-on issuance of $250.0 million aggregate principal amount of additional senior notes consisting of $125.0 million aggregate principal amount of additional Existing 2028 Notes at a price of 101.00% of par, plus accrued interest from September 1, 2020, and $125.0 million aggregate principal amount of additional Existing 2030 Notes

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(together with the additional 2028 Notes, the “Additional Notes”) at a price of 101.75% of par, plus accrued interest from September 1, 2020. 2013 BofA Real Estate Facility On September 26, 2013, we entered into a real estate term loan credit agreement (the “2013 BofA Real Estate Credit Agreement”) with Bank of America, N.A. (“Bank of America”), as lender, providing for term loans in an aggregate amount not to exceed $75.0 million, subject to customary terms and conditions (the “2013 BofA Real Estate Facility”). Term loans under our 2013 BofA Real Estate Facility bear interest, at our option, based on LIBOR plus 1.50% or the Base Rate (as described below) plus 0.50%. The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.0%. Our right to make draws under the 2013 BofA Real Estate Facility terminated on December 26, 2013. We are required to make quarterly principal payments of 1.25% of the initial amount of each loan on a twenty year repayment schedule, with a balloon repayment of the outstanding principal amount of loans due on September 26, 2023. Borrowings under the 2013 BofA Real Estate Facility are guaranteed by each of our operating dealership subsidiaries whose real estate is financed under the 2013 BofA Real Estate Facility, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. The representations and covenants contained in the 2013 BofA Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the 2013 BofA Real Estate Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2018 BofA Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the 2013 BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder. As of September 30, 2021, we had $31.7 million in term loans outstanding under the 2013 BofA Real Estate Facility. 2015 Wells Fargo Master Loan Facility On February 3, 2015, certain of our subsidiaries entered into an amended and restated master loan agreement (as amended, restated or supplemented from time to time, the “2015 Wells Fargo Master Loan Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”), as lender, which provides form term loans to certain of our subsidiaries that are borrowers under the 2015 Wells Fargo Master Loan Agreement in an aggregate amount not to exceed $100.0 million (the “2015 Wells Fargo Master Loan Facility”). Our right to make draws under the 2015 Wells Fargo Master Loan Facility terminated on February 1, 2016. Term loans under the 2015 Wells Fargo Master Loan Facility bear interest based on LIBOR plus 1.85%. We are required to make quarterly principal payments with respect to the initial amount of each loan in 108 equal monthly principal payments based on a hypothetical 19 year amortization schedule, with a balloon repayment of the outstanding principal amount of loans due on February 1, 2025. Borrowings under the 2015 Wells Fargo Master Loan Facility can be voluntarily prepaid in whole or in part any time without premium or penalty. Borrowings under the 2015 Wells Fargo Master Loan Facility are guaranteed by us pursuant to an unconditional guaranty, and all of the real property financed by any of our operating dealership subsidiaries under the 2015 Wells Fargo Master Loan Facility is collateralized by first priority liens, subject to certain permitted exceptions. The representations, warranties and covenants contained in the 2015 Wells Fargo Master Loan Agreement and the related documents are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2015 Wells Fargo Master Loan Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the 2015 Wells Fargo Master Loan Facility to immediately repay all amounts outstanding thereunder.

As of September 30, 2021, there was $54.5 million outstanding under the 2015 Wells Fargo Master Loan Facility.

2018 BofA Real Estate Facility On November 13, 2018, we entered into a real estate term loan credit agreement (as amended, restated or supplemented from time to time, the “2018 BofA Real Estate Credit Agreement”) with Bank of America, as lender, providing for term loans in an aggregate amount not to exceed $128.1 million, subject to customary terms and conditions (the “2018 BofA Real Estate Facility”). Our right to make draws under the 2018 BofA Real Estate Facility terminated on November 13, 2019. Term loans under our 2018 BofA Real Estate Facility bear interest, at our option, based on LIBOR plus 1.90% or the Base Rate (as described below) plus 0.50%.

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The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.0%. We are required to make quarterly principal payments of 1.25% of the initial amount of each loan on a twenty year repayment schedule, with a balloon repayment of the outstanding principal amount of loans due on November 13, 2025. Borrowings under the 2018 BofA Real Estate Facility are guaranteed by each of our operating dealership subsidiaries whose real estate is financed under the 2018 BofA Real Estate Facility, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. The representations and covenants contained in the 2018 BofA Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the 2018 BofA Real Estate Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2018 BofA Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the 2018 BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder.

As of September 30, 2021, we had $80.1 million of outstanding borrowings under the 2018 Bank of America Facility.

2018 Wells Fargo Master Loan Facility On November 16, 2018, certain of our subsidiaries entered into a master loan agreement (the “2018 Wells Fargo Master Loan Agreement”) with Wells Fargo Bank, National Association, as lender, which provides for term loans to certain of our subsidiaries that are borrowers under the Wells Fargo Master Loan Agreement in an aggregate amount not to exceed $100.0 million (the “2018 Wells Fargo Master Loan Facility”). Our right to make draws under the 2018 Wells Fargo Master Loan Facility terminated on June 30, 2020. Term loans under the 2018 Wells Fargo Master Loan Facility bear interest based on LIBOR plus an applicable margin based on a pricing grid ranging from 1.50% per annum to 1.85% per annum based on our consolidated total lease adjusted leverage ratio. We are required to make quarterly principal payments with respect to the initial amount of each loan in 108 equal monthly principal payments based on a hypothetical 19 year amortization schedule, with a balloon repayment of the outstanding principal amount of loans due on December 1, 2028. Borrowings under the 2018 Wells Fargo Master Loan Facility can be voluntarily prepaid in whole or in part any time without premium or penalty. Borrowings under the 2018 Wells Fargo Master Loan Facility are guaranteed by us pursuant to an unconditional guaranty, and all of the real property financed by any of our operating dealership subsidiaries under the 2018 Wells Fargo Master Loan Facility is collateralized by first priority liens, subject to certain permitted exceptions. The representations, warranties and covenants contained in the 2018 Wells Fargo Master Loan Agreement and the related documents are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2018 Wells Fargo Master Loan Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the 2018 Wells Fargo Master Loan Facility to immediately repay all amounts outstanding thereunder.

As of September 30, 2021, we had $83.1 million outstanding borrowings under the 2018 Wells Fargo Master Loan Facility.

There is no further borrowing availability under the 2018 Wells Fargo Master Loan Agreement.

2021 BofA Real Estate Facility

On May 20, 2021, the Company and certain of its subsidiaries borrowed $184.4 million under a real estate term loan credit agreement, dated May 10, 2021 (the “2021 BofA Real Estate Credit Agreement” and, together with the 2013 BofA Real Estate Credit Agreement, the 2015 Wells Fargo Master Loan Agreement and the 2018 BofA Real Estate Agreement, the “Existing Real Estate Credit Agreements”), by the Company and certain of its subsidiaries, Bank of America, N.A., as administrative agent and the various financial institutions party thereto, as lenders, which provides for term loans in an aggregate amount equal to $184.4 million, subject to customary terms and conditions (the “2021 BofA Real Estate Facility” and, together with the 2013 BofA Real Estate Facility, the 2051 Wells Fargo Loan Facility, the 2018 BofA Real Estate Facility and the 2018 Wells Fargo Master Loan Facility, the “Existing Real Estate Facilities”). The Company used the proceeds from these borrowings to finance the exercise of its option to purchase certain of the real property related to the Park Place dealerships. The Company completed the purchase of the real property on May 20, 2021.

Term loans under our 2021 BofA Real Estate Facility bear interest, at our option, based on (1) LIBOR plus 1.65% per annum or (2) the Base Rate (as described below) plus 0.65% per annum. The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.0%. We will be required to make 39 consecutive

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quarterly principal payments of 1.00% of the initial amount of each loan, with a balloon repayment of the outstanding principal amount of loans due on the maturity date. The 2021 BofA Real Estate Facility matures ten years from the initial funding date. Borrowings under the 2021 BofA Real Estate Facility are guaranteed by us and each of our operating dealership subsidiaries that operates a dealership on, or leases, the real estate now financed under the 2021 BofA Real Estate Facility, and are collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder.

The representations and covenants in the 2021 BofA Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated current ratio, minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the 2021 BofA Real Estate Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The 2021 BofA Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the 2021 BofA Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder.

As of September 30, 2021, we had $182.5 million outstanding borrowings under the 2021 BofA Real Estate Facility. Bridge Commitment Letter In connection with the execution of the Acquisition Agreements, we entered into the Bridge Commitment Letter with the Bank of America and JPMorgan Chase Bank, N.A. (the “Commitment Parties”), pursuant to which, among other things, the Commitment Parties and Bridge Lenders have committed to provide bridge debt financing for the LHM Acquisition, consisting of (i) a $2.35 billion HY Bridge Facility; and (ii) a $900.0 million 364-Day Bridge Facility, the availability of which will be reduced by, among other things, the issuance of the Notes, the consummation of the transactions contemplated by the New Real Estate Facility described below and the Common Stock Offering. The obligation of the Bridge Lenders to enter into and make available to us borrowings under the HY Bridge Facility or the 364-Day Bridge Facility is subject to a number of customary conditions, including execution and delivery of certain definitive documentation and absence of a material adverse effect. If necessary, the terms of the HY Bridge Facility and the 364-Day Bridge Facility, including any conditions thereto and covenants thereunder, will be set forth in various definitive documentation to be entered into by the respective parties. The availability under the HY Bridge Facility and the 364-Day Bridge Facility will be reduced or terminated, as applicable, upon consummation of the permanent or alternative financing. New Real Estate Facility In connection with the Transactions, we expect to enter into a multi-draw new real estate term loan credit agreement which will become effective prior to the LHM Acquisition (as amended, restated or supplemented from time to time, the “New Real Estate Credit Agreement”) with the various financial institutions party thereto, as lenders, certain of our subsidiaries that own the real estate financed thereunder, as borrowers, and Bank of America, as the administrative agent, providing for term loans in an aggregate amount of up to $775 million, subject to customary terms and conditions (the “New Real Estate Facility”). Term loans under our New Real Estate Facility are expected to bear interest, at our option, based on (1) LIBOR plus an applicable margin based on a pricing grid ranging from 1.55% per annum to 1.95% per annum based on our consolidated total lease adjusted leverage ratio or (2) the Base Rate (as described below) plus an applicable margin based on a pricing grid ranging from 0.55% per annum to 0.95% per annum based on our consolidated total lease adjusted leverage ratio. The Base Rate is the highest of (i) the Federal Funds rate plus 0.50%, (ii) the Bank of America prime rate, and (iii) one month LIBOR plus 1.0%. We will be required to make consecutive quarterly principal payments of 1.25% of the initial amount of each loan, with a balloon repayment of the outstanding principal amount of loans due on the maturity date. The New Real Estate Facility is expected to mature five years from the initial funding date of the facility. Borrowings under the New Real Estate Facility are expected to be guaranteed by us and each of our operating dealership subsidiaries that lease the real estate being financed under the New Real Estate Facility, and are expected to be collateralized by first priority liens, subject to certain permitted exceptions, on all of the real property financed thereunder. The representations and covenants expected to be contained in the New Real Estate Credit Agreement are customary for financing transactions of this nature, including, among others, a requirement to comply with a minimum consolidated fixed charge coverage ratio and maximum consolidated total lease adjusted leverage ratio, in each case as set out in the New Real Estate Credit Agreement. In addition, certain other covenants could restrict our ability to incur additional debt, pay dividends or acquire or dispose of assets. The New Real Estate Credit Agreement also provides for events of default that are customary for financing transactions of this nature, including cross-defaults to other material indebtedness. Upon the occurrence of an event of default, we could be required by the New Real Estate Credit Agreement to immediately repay all amounts outstanding thereunder. In connection with the Transactions, we intend to use approximately $600 million of the proceeds of borrowings under the New Real Estate Facility to finance a portion of the LHM Acquisition and the remainder of which may be used to finance a portion of

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the Stevinson, KC acquisition and AH acquisitions. We will have the ability to make up to five draws under the New Real Estate Facility. Other Mortgage Notes Payable

As of September 30, 2021, we had $73.1 million of mortgage note obligations. These obligations are collateralized

by the associated real estate at our dealership locations.

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DESCRIPTION OF THE NOTES

You can find the definitions of certain terms used in this Description of Notes under —“Certain Definitions.” Certain defined terms used in this Description of Notes but not defined below under “—Certain Definitions” have the meanings assigned to them in the indentures. In this Description of Notes, (i) “Asbury” or the “Company” refers only to Asbury Automotive Group, Inc. and not to any of its Subsidiaries and (ii) “we,” “our” and “us” refer to Asbury Automotive Group, Inc. and its Subsidiaries. Asbury will issue the % senior notes due 2029 (the “2029 Notes”) and the % senior notes due 2032 (the “2032 Notes”). The 2029 Notes will be issued under an indenture (the “2029 indenture”), dated as of the Issue Date, among Asbury, as issuer, U.S. Bank National Association, as trustee (the “2029 trustee”) and the Guarantors party thereto. The 2032 Notes will be issued under an indenture (the “2032 indenture”), dated as of the Issue Date, among Asbury, as issuer, U.S. Bank National Association, as trustee (the “2032 trustee”) and the Guarantors party thereto. As the context requires, “trustee” shall mean the 2029 trustee and the 2032 trustee, as applicable. The 2029 indenture and the 2032 indenture are referred to collectively herein as the “indentures” and as the context requires, “indenture” shall mean the indenture for the 2029 Notes or the 2032 notes, as applicable. References to the “notes” shall refer to the 2029 Notes or the 2032 Notes, as applicable, and as the context requires shall refer to the 2029 Notes and the 2032 notes collectively.

Asbury does not intend to list the notes on any securities exchange. Asbury will not be required to, nor does Asbury intend to, offer to exchange the notes for notes registered under the Securities Act or otherwise register the notes for resale under the Securities Act. The indentures will not be qualified under the Trust Indenture Act of 1939, or subject to the terms thereof. Accordingly, the terms of the notes include only those stated in the indentures.

The following Description of Notes is a summary of the material provisions of the indentures. It does not restate the indentures in their entirety. We urge you to read the indentures because they, and not this Description of Notes, define your rights as Holders of notes. Copies of the indentures are available as set forth under “Additional Information.”

The registered Holder of a note is treated as the owner of that note for all purposes. Only registered Holders have rights under the indentures.

Brief Description of Notes and the Guarantees

The Notes

The notes of each series:

• will be general unsecured senior obligations of Asbury;

• will be equal in ranking with each other and with all other existing and future Pari Passu Indebtedness of Asbury;

• will be effectively junior in right of payment to all existing and future Secured Indebtedness of Asbury to the extent of the Collateral securing such Secured Indebtedness, including, without limitation, borrowings under the Credit Agreement, existing real estate facilities, the New Real Estate Facility (when entered into) and Floor Plan Facilities;

• will be senior in right of payment with all existing and future subordinated Indebtedness of Asbury;

• will be effectively junior to all existing and future liabilities, including trade payables, of Asbury’s non-guarantor Subsidiaries; and

• will be unconditionally guaranteed on a senior unsecured basis by the Guarantors.

The Guarantees

The notes of each series will be guaranteed jointly and severally by all of Asbury’s Restricted Subsidiaries, with certain exceptions.

Each guarantee of the notes:

• will be a general unsecured senior obligation of that Guarantor;

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• will be equal in ranking with each other guarantee of the notes and with all other existing and future Pari Passu Indebtedness of that Guarantor;

• will be effectively junior in right of payment to all existing and Secured Indebtedness of that Guarantor to the extent of the collateral securing such Secured Indebtedness; and

• will be senior in right of payment with all existing and future subordinated Indebtedness of that Guarantor.

As of September 30, 2021, on a pro forma basis after giving effect to the Transactions and the Other Transactions, we would have had:

• approximately $1,240 million of Secured Indebtedness, excluding net floor plan notes payable of $625 million under the Floor Plan Facility; and

• $2,350 million of senior unsecured indebtedness, which consists of the notes of each series offered hereby, $405 million aggregate principal amount of the 4.50% Senior Notes due 2028 and $445 million aggregate principal amount of 4.75% of Senior Notes due 2030;

As of September 30, 2021, on a pro forma basis after giving effect to the Transactions, the non-Guarantors (other than other than Landcar Administration Company, Landcar Agency, Inc. and Landcar Casualty Company and their respective subsidiaries (collectively, the “TCA Non-Guarantor Subsidiaries”)) would have had de minimis assets and de minimis liabilities. The non-Guarantors will include the TCA Non-Guarantor Subsidiaries, which are expected to be acquired in connection with the Transactions and will be designated as Unrestricted Subsidiaries under each of the Existing Indentures and the indentures governing the Notes, and any Restricted Subsidiary of the Company that does not Guarantee the Credit Agreement or any refinancing thereof. As of and for the LTM Period, after giving effect to the Transactions and the Other Transactions, our Subsidiaries that will not be Guarantors would have had total revenue of $262.5 million, adjusted EBITDA of $47.5 million, total assets of $732.0 million, and total liabilities of $683.9 million.

Asbury is a holding company with no independent assets or operations. All of Asbury’s Restricted Subsidiaries will guarantee the notes, with certain exceptions. All of our future Subsidiaries may not be obligated to guarantee the notes and existing Guarantors may be released from their guarantee obligations under certain circumstances. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will be required to pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. The TCA Non-Guarantor Subsidiaries are subject to state insurance regulatory requirements which impose operational restrictions, monitor and regulate financial health and compliance and are afforded broad authority. Accordingly, Asbury has determined the operations of these TCA Non-Guarantor Subsidiaries would be adversely affected if it were subject to the covenants of the indentures and required to guarantee the notes.

All of Asbury’s Subsidiaries will be Restricted Subsidiaries, other than the TCA Non-Guarantor Subsidiaries which upon the acquisition thereof by Asbury in connection with the Transactions will be designated as Unrestricted Subsidiaries. In addition, under the circumstances described below under the subheading “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries,” we will be permitted to designate certain of our other Subsidiaries, including those currently designated as Restricted Subsidiaries, as Unrestricted Subsidiaries. Our Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indentures and will not guarantee the notes. See “Risk Factors—Risks Related to the Notes—Claims of creditors of all of our non-guarantor subsidiaries will have priority over the assets and earnings of those subsidiaries over you as a holder of any series of notes.”

Principal, Maturity and Interest

Asbury is offering $ million of 2029 Notes and $ million of 2032 Notes Asbury may issue additional notes of a series under the applicable indenture from time to time after this offering. Any issuance of additional notes of a series will be subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” The notes and any additional notes of a series subsequently issued under the applicable indenture will rank equally and will be treated as a single class for all purposes under the applicable indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Asbury will issue each series of notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The 2029 Notes will mature on , 2029. The 2032 Notes will mature on , 2032.

Interest on the 2029 Notes accrues at the rate of % per annum and is payable semiannually in arrears on and of each year and Asbury will make each semi-annual interest payment to the Holders of record of the 2029 Notes on the immediately preceding and . Interest on the 2032 Notes accrues at the rate of % per annum and is

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payable semiannually in arrears on and of each year and Asbury will make each semi-annual interest payment to the Holders of record of the 2032 Notes on the immediately preceding and .

Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Unless the context otherwise requires, (x) for all purposes of the 2029 indenture and this Description of Notes, references to the 2029 Notes include any additional notes of the same series actually issued and (y) for all purposes of the 2032 indenture and this Description of Notes, references to the 2032 Notes include any additional notes of the same series actually issued.

Methods of Receiving Payments on the Notes

Asbury will pay the principal of, and interest on, notes in global form registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee in immediately available funds to DTC or its nominee, as the case may be, as the registered Holder of such global notes. In the event certificated notes are issued, payments on notes will be made at the office or agency of the paying agent and registrar (which will initially be the corporate trust office of the trustee) unless Asbury elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. If a Holder of certificated notes in a principal amount of not less than $10 million has given wire transfer instructions to Asbury, Asbury will pay all principal, interest and premium, if any, on that Holder’s notes in accordance with those instructions.

Paying Agent and Registrar for the Notes

The trustee under the applicable indenture will act as paying agent and registrar for the applicable series of notes. Asbury may change the paying agent or registrar without prior notice to the Holders, and Asbury or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the applicable indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. No service charge will be imposed by Asbury, the trustee or the registrar for any registration of transfer or exchange of notes, but Asbury may require a Holder to pay a sum sufficient to cover any transfer tax or other similar governmental charge required by law or permitted by the applicable indenture. Asbury is not required to transfer or exchange any note selected for redemption. Also, Asbury is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

The notes will be guaranteed by each of Asbury’s Restricted Subsidiaries, with certain exceptions, other than any Restricted Subsidiaries of Asbury that do not guarantee and are not borrowers under the Credit Agreement or any refinancing thereof. Subject to the conditions described below, the Guarantors will, jointly and severally, unconditionally guarantee on an unsecured and senior basis the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of Asbury under the applicable indenture and the notes, whether for principal of or premium, if any, or interest on the notes or otherwise. The Guarantors will also pay, on an unsecured and senior basis and in addition to the amount stated above, any and all expenses (including counsel fees and expenses) incurred by the trustee under the applicable indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. The obligations of each Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent that Subsidiary Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to avoid guarantees and require note holders to return payments received from guarantors.” Except as described below under “—Repurchase at the Option of Holders—Asset Sales” and “— Certain Covenants—Merger, Consolidation or Sale of Assets,” the indentures will not restrict Asbury from selling or otherwise disposing of its direct or indirect Equity Interests in the Guarantors.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Asbury or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default exists; and

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(2) either:

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the applicable indenture and its Subsidiary Guarantee pursuant to a supplemental indenture and completes all other required documentation; or

(b) such transaction does not violate the provisions of “—Repurchase at the Option of Holders— Asset Sales” and the Net Proceeds of such sale, disposition, consolidation or merger to the extent required are applied in accordance with the applicable provisions thereof (it being understood that the Subsidiary Guarantee of such Guarantor will be released upon such sale, disposition, consolidation or merger, which may be prior to application of the Net Proceeds of such transaction).

The Subsidiary Guarantee of a Guarantor will be released and the Guarantor will be released of all obligations under its Guarantee:

(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) either Asbury or a Guarantor;

(2) in connection with any sale of all or a majority of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) either Asbury or a Guarantor;

(3) if such Guarantor does not, or ceases to, guarantee the Credit Agreement or any refinancing thereof;

(4) upon the Legal Defeasance or Covenant Defeasance of the notes or the satisfaction and discharge of the notes in accordance with the terms of the indentures;

(5) if Asbury designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the indentures or such Guarantor ceases to be a Subsidiary in accordance with the indentures; or

(6) upon the liquidation, winding up or dissolution of such Guarantor.

See “—Repurchase at the Option of Holders—Asset Sales,” “—Legal Defeasance and Covenant Defeasance,” “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries” and “—Certain Covenants—Additional Subsidiary Guarantees”.

Optional Redemption

2029 Notes

At any time prior to , 2024, Asbury may at its option on any one or more occasions redeem 2029 Notes (which includes additional 2029 Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2029 Notes (which includes additional 2029 Notes, if any) issued under the 2029 indenture at a redemption price of % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from one or more Equity Issuances (excluding, for the avoidance of doubt, the 2021 Common Stock Offering); provided that:

(1) at least 60% of the aggregate principal amount of the 2029 Notes issued under the 2029 indenture on the Issue Date remains outstanding immediately after the redemption (unless all notes are redeemed concurrently); and

(2) the redemption occurs within 180 days of the date of the closing of such Equity Issuance.

At any time prior to , 2024, Asbury will be entitled at its option to redeem all or a portion of the 2029 Notes, upon not less than 10 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the “2029 Redemption Date”).

On and after , 2024, Asbury will be entitled at its option to redeem all or a portion of the 2029 Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2029 Notes redeemed, to the applicable redemption date (subject to the right of Holders of

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record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on of the years indicated below:

Year Percentage

2024 ................................................................................................................... % 2025 ................................................................................................................... % 2026 and thereafter ............................................................................................ 100.000%

In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding 2029 Notes validly tender and do not withdraw such notes in a Change of Control Offer and Asbury (or a third party making such Change of Control Offer) purchases all of the notes validly tendered and not withdrawn by such Holders, Asbury or the third-party offeror, as applicable, will have the right at any time prior to the Stated Maturity of the 2029 Notes, upon not less than 10 nor more than 60 days’ prior notice, to redeem (in the case of Asbury) or purchase (in the case of a third-party offeror) all of the 2029 Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to 101% of the principal amount thereof, plus accrued and unpaid interest, to the date of redemption.

2032 Notes

At any time prior to , 2026, Asbury may at its option on any one or more occasions redeem 2032 Notes (which includes additional 2032 Notes, if any) in an aggregate principal amount not to exceed 40% of the aggregate principal amount of the 2032 Notes (which includes additional 2032 Notes, if any) issued under the 2032 indenture at a redemption price of % of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, with the net cash proceeds from one or more Equity Issuances (excluding, for the avoidance of doubt, the 2021 Common Stock Offering); provided that:

(1) at least 60% of the aggregate principal amount of the 2032 Notes issued under the 2032 indenture on the Issue Date remains outstanding immediately after the redemption (unless all notes are redeemed concurrently); and

(2) the redemption occurs within 180 days of the date of the closing of such Equity Issuance.

At any time prior to , 2026, Asbury will be entitled at its option to redeem all or a portion of the 2032 Notes, upon not less than 10 nor more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the 2032 Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption (the “2032 Redemption Date”).

On and after , 2026, Asbury will be entitled at its option to redeem all or a portion of the 2032 Notes upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2032 Notes redeemed, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on of the years indicated below:

Year Percentage

2026 ................................................................................................................... % 2027 ................................................................................................................... % 2028 ................................................................................................................... % 2029 and thereafter ............................................................................................ 100.000%

In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding 2032 Notes validly tender and do not withdraw such notes in a Change of Control Offer and Asbury (or a third party making such Change of Control Offer) purchases all of the notes validly tendered and not withdrawn by such Holders, Asbury or the third-party offeror, as applicable, will have the right at any time prior to the Stated Maturity of the 2032 Notes, upon not less than 10 nor more than 60 days’ prior notice, to redeem (in the case of Asbury) or purchase (in the case of a third-party offeror) all of the 2032 Notes that remain outstanding following such purchase at a redemption price or purchase price, as the case may be, equal to 101% of the principal amount thereof, plus accrued and unpaid interest, to the date of redemption.

“Applicable Premium” means, (y) with respect to a 2029 Note at any applicable redemption date, the greater of (i) 1.0% of the principal amount of such 2029 Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such 2029 Note at , 2024 (such redemption price as set forth in the table above for the 2029 Notes) plus (2) all required interest payments due on such 2029 Note through , 2024 (excluding accrued but unpaid interest to such redemption date) computed, in

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both cases, using a discount rate equal to the Treasury Rate plus 50 basis points, over, (B) the principal amount of such 2029 Note and (z) with respect to a 2032 Note at any applicable redemption date, the greater of (i) 1.0% of the principal amount of such 2032 Note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such 2032 Note at , 2024 (such redemption price as set forth in the table above for the 2032 Notes) plus (2) all required interest payments due on such 2032 Note through , 2024 (excluding accrued but unpaid interest to such redemption date) computed, in both cases, using a discount rate equal to the Treasury Rate plus 50 basis points, over, (B) the principal amount of such 2032 Note.

“Treasury Rate” means the yield to maturity at a time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two business days prior to the applicable redemption date (or, if such Statistical Release is no longer published, any publicly available source similar market data)) most nearly equal to the period from, with respect to the 2029 Notes, the applicable redemption date to , 2024 or with respect to the 2032 Notes, the applicable redemption date to , 2026; provided, however, that if the period from, with respect to the 2029 Notes, the applicable redemption date to , 2024, or with respect to the 2032 Notes, the applicable redemption date to , 2026 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from, with respect to the 2029 Notes, the applicable redemption date to , 2024, or, with respect to the 2032 Notes, the applicable redemption date to , 2026 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Selection and Notice

If less than all of the notes are to be redeemed in connection with any redemption, the trustee will select notes (or portions of notes) for redemption as follows:

(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2) if the notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate.

No notes of $2,000 or less can be redeemed in part. Notices of redemption will be delivered at least 10 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the applicable indenture. Notice of any redemption may, at Asbury’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Issuance, other financing or other corporate transaction or event. The redemption date of any redemption that is subject to the satisfaction of one or more conditions precedent may, at Asbury’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by Asbury in its discretion), or such redemption may not occur and any notice with respect to such redemption may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by Asbury in its discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). In addition, such notice of redemption may be extended, if such conditions shall not have been satisfied (or waived by Asbury in its discretion) by providing notice to the Holders.

If any note is to be redeemed in part only, the notice of redemption that relates to that note will state the portion of the principal amount of that note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the Holder of notes upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption, unless such redemption is conditioned on the happening of a future event and all such conditions have not been satisfied. On and after the redemption date, interest will cease to accrue on notes or portions of them called for redemption.

No Mandatory Redemption or Sinking Fund

Except as set forth below, Asbury is not required to make mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, Asbury may be required to offer to purchase notes as described under the captions “—Repurchase at the Option of Holders—Asset Sales” and “—Change of Control.” The indentures do not prohibit Asbury from purchasing notes in the open market or otherwise at any time and from time to time.

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Special Mandatory Redemption

This offering will be consummated on the Issue Date, which will be prior to the consummation of the LHM Acquisition. If either (i) the Company notifies the trustee that it is no longer pursuing the LHM Acquisition or (ii) a closing substantially as contemplated under the Acquisition Agreements with respect to the LHM Acquisition does not occur on or before July 7, 2022 (the earlier to occur of such dates, the “No Closing End Date”), then we will be required to redeem the notes of both series in full at 100% of the issue price of such notes, plus accrued and unpaid interest to, but excluding, the redemption date. In addition, if there is a closing with respect to the LHM Acquisition of less than all of the assets intended to be acquired pursuant to the Acquisition Agreements on or prior to July 7, 2022 and either (i) the entire amount of assets intended to be acquired pursuant to the Acquisition Agreements are not so acquired by July 7, 2022 or (ii) the Company notifies the trustee that it is no longer pursuing any further closing pursuant to the Acquisition Agreements (the earlier to occur of such dates, together with the No Closing End Date, the “End Date”), then the Company will be required to redeem an aggregate principal amount of notes (on a pro rata basis between the two series), at 100% of the issue price of such notes, plus accrued and unpaid interest to, but excluding the redemption date, in a principal amount equal to the net proceeds of the notes not used to consummate the LHM Acquisition (as reasonably determined by the Company in good faith); provided that, the Company may, at its option, elect not to redeem up to $250.0 million aggregate principal amount of notes otherwise subject to such redemption provision. Each of the foregoing redemption events are referred to as a “Special Mandatory Redemption.” The Special Mandatory Redemption will be required to occur by a date no later than 10 days after the applicable End Date (the “Special Mandatory Redemption Date”). The Company will promptly, and in any event not more than three business days after the End Date, deliver notice of the Special Mandatory Redemption to the trustee, who will then promptly deliver such notice to each holder of notes at its registered address. If funds sufficient to pay the Special Mandatory Redemption Price of the notes to be redeemed on the Special Mandatory Redemption Date are deposited with the trustee or a paying agent on or before such Special Mandatory Redemption Date, then on and after such Special Mandatory Redemption Date, the aggregate principal amount of each series of notes being redeemed will cease to bear interest.

The aggregate net proceeds from the sale of the notes will not be held in an escrow account, but only in a segregated bank account, and the holders of the notes will not have any special access or rights to, or a security interest in, such proceeds.

The form and terms of the LHM Acquisition may be modified or amended without the consent of the holders of the notes offered hereby and any such modification or amendment would not trigger a Special Mandatory Redemption.

Repurchase at the Option of Holders

Change of Control

In the event of a Change of Control Repurchase Event, each Holder of notes will have the right to require Asbury to repurchase all or any part (equal to an integral multiple of $1,000) of that Holder’s notes validly tendered pursuant to the offer described below (the “Change of Control Offer”); provided that the unrepurchased portion of the notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. The offer price in any Change of Control Offer will be payable in cash and will be equal to 101% of the aggregate principal amount of notes of a series repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Repurchase Event, Asbury will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control Repurchase Event and offer to repurchase notes on the date specified in the notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the applicable indenture and described in such notice. Asbury will comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indentures relating to the Change of Control Repurchase Event, Asbury will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the indentures by virtue of such conflict.

On the Change of Control Payment Date, Asbury will, to the extent lawful:

(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and

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(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being purchased by Asbury.

The paying agent will promptly mail to each Holder of notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and deliver (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Prior to complying with any of the provisions of this covenant, but in any event within 90 days following a Change of Control Repurchase Event, Asbury will either repay all outstanding Secured Debt or obtain the requisite consents, if any, under all agreements governing outstanding Secured Debt to permit the repurchase of notes required by this covenant. Asbury will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The provisions described above that require Asbury to make a Change of Control Offer following a Change of Control are applicable whether or not any other provisions of the indentures are applicable. Except as described above with respect to a Change of Control, the indentures do not contain provisions that permit the Holders of the notes to require that Asbury repurchase or redeem the notes in the event of a takeover, recapitalization or other similar transaction.

Asbury will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indentures applicable to a Change of Control Offer made by Asbury and purchases all notes properly tendered and not withdrawn under the Change of Control Offer or (ii) a notice of redemption has been thereafter given pursuant to the indentures as described above under the caption “—Optional Redemption” and the notes are redeemed in accordance with the terms of such notice. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control Repurchase Event, conditional upon such Change of Control Repurchase Event, if a definitive agreement is in place for the Change of Control Repurchase Event at the time of making the Change of Control Offer.

The Change of Control Repurchase Event purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of Asbury and, thus, the removal of incumbent management. The Change of Control Repurchase Event purchase feature is a result of negotiations between Asbury and the initial purchasers. We have no present intention to engage in a transaction involving a Change of Control Repurchase Event, although it is possible that we would decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Repurchase Event under the indentures, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on Asbury’s ability to incur additional Indebtedness are contained in the covenant described under “Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” Such restrictions can only be waived with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenant, however, the indentures do not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

The definition of “Change of Control” includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of Asbury and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of notes to require Asbury to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Asbury and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

Asbury will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) Asbury (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets disposed of or the Equity Interests of the Restricted Subsidiary issued or sold or otherwise disposed of (as determined by an officer of Asbury or otherwise as determined by Asbury’s Board of Directors if such fair market value exceeds $100.0 million); and

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(2) after giving effect to the subject Asset Sale, at least 75% of the consideration received in all Asset Sales since the Issue Date by Asbury or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

(a) any liabilities, as shown on Asbury’s or such Restricted Subsidiary’s most recent balance sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets or terminated by the holder of such liability and Asbury or such Restricted Subsidiary is released from further liability;

(b) any securities, notes or other obligations received by Asbury or any such Restricted Subsidiary from such transferee that are converted by Asbury or such Restricted Subsidiary into cash or Cash Equivalents within 180 days after receipt, to the extent of the cash or Cash Equivalents received in that conversion;

(c) any Designated Non-cash Consideration received by Asbury or any such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that at that time has not been converted to cash, not to exceed the greater of $150.0 million and 2.0% of Consolidated Total Assets at the time of receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value; and

(d) Replacement Assets.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Asbury or the Restricted Subsidiary, as the case may be, may apply an amount equal to such Net Proceeds at its option:

(1) to permanently reduce (and permanently reduce commitments with respect thereto): (i) Secured Indebtedness under the Credit Agreement and (ii) Secured Indebtedness of Asbury (other than any Disqualified Stock or subordinated Obligations) or Secured Indebtedness of a Subsidiary Guarantor or Indebtedness of a Subsidiary that is not a Guarantor (other than any Disqualified Stock or subordinated Obligations of a Guarantor), in each case other than Indebtedness owed to the Asbury or an Affiliate of Asbury;

(2) to permanently reduce obligations under other Indebtedness of Asbury (other than any Disqualified Stock or subordinated Obligations) or Indebtedness of a Guarantor (other than any Disqualified Stock or subordinated Obligations of a Guarantor), in each case other than Indebtedness owed to Asbury or an Affiliate of Asbury; provided that Asbury shall equally and ratably reduce Obligations under the notes, as provided under “—Optional Redemption,” through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their notes at 100% of the principal amount thereof, in each case plus the amount of accrued but unpaid interest on the notes that are purchased or redeemed, (for the avoidance of doubt, an Asset Sale Offer shall be deemed to satisfy the requirement to so apply such Net Proceeds regardless of whether the Asset Sale Offer is fully accepted by Holders of the Notes); and/or

(3) (a) to acquire all or substantially all of, or a majority of the Voting Stock of, another Permitted Business, (b) to make a capital expenditure or other expenditure for maintenance, repair or improvement of existing property or (c) to acquire long-term assets that are used for or useful in a Permitted Business or, in each case of (a), (b) and (c), enter into a binding commitment for any such acquisition, investment or expenditure; provided that such binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment unless earlier completed, only until the 180th day following the expiration of the aforementioned 365-day period; provided further that, if the acquisition, investment or expenditure contemplated by such binding commitment is not consummated on or before the 180th day following the expiration of the aforementioned 365-day period, such commitment shall be deemed not to have been a permitted application of Net Proceeds.

In addition to the foregoing, any investment, expenditure or capital expenditure of the type described in clauses (a), (b) and (c) of the foregoing clause (3), in each case made within 60 days prior to an Asset Sale, shall be deemed to satisfy the previous paragraph with respect to the application of the Net Proceeds from such Asset Sale.

Pending the final application of any Net Proceeds, Asbury may temporarily reduce borrowings or invest or otherwise use the Net Proceeds in any manner that is not otherwise prohibited by the indentures.

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If any portion of the Net Proceeds from Asset Sales is not applied or invested as provided in the preceding paragraph or Asbury otherwise determines at any time not to apply such Net Proceeds as so provided, such amount will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million (or such lesser amount as Asbury determines), Asbury will (and at any time Asbury may) make an offer to holders of the notes (and to holders of other Pari Passu Indebtedness of Asbury designated by Asbury) to purchase notes (and such other Pari Passu Indebtedness of Asbury) pursuant to and subject to the conditions contained in the applicable indenture (the “Asset Sale Offer”) (such amount shall be the product of the Excess Proceeds and a fraction, (a) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer and (b) the denominator of which is the sum of the aggregate principal amount of the applicable series of Notes outstanding on the date of the Asset Sale Offer and the aggregate principal amount of other Pari Passu Indebtedness of the Company outstanding on the date of the Asset Sale Offer and subject to terms and conditions in respect of Asset Sales substantially similar to this covenant and requiring the Company to make an offer to purchase such Indebtedness at substantially the same time as the Asset Sale Offer). Asbury will purchase notes tendered pursuant to the Asset Sale Offer at a purchase price of 100% of their principal amount (or, in the event such other Pari Passu Indebtedness of Asbury was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Pari Passu Indebtedness of Asbury, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indentures (the “Asset Sale Offer Price”). Asbury will be required to complete the Asset Sale Offer no earlier than 10 days and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders, or such later date as may be required by applicable law. If the aggregate purchase price of the securities tendered exceeds the Net Proceeds allotted to their purchase, Asbury will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the notes will be denominations of integral multiples of $1,000; provided that the unpurchased portion of the notes of any Holder must be equal to $2,000 in principal amount or integral multiples of $1,000 in excess thereof. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Asbury may use those Excess Proceeds for any purpose not otherwise prohibited by the indentures. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Asbury will comply with the requirements of Section 14(e) of and Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the indentures relating to an Asset Sale Offer, Asbury will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indentures by virtue of such conflict.

The agreements governing Asbury’s outstanding and future Secured Indebtedness could prohibit Asbury from purchasing any notes, and also provide that certain change of control or asset sale events with respect to Asbury would constitute a default under these agreements. In the event a Change of Control or Asset Sale occurs at a time when Asbury is prohibited from purchasing notes, Asbury could seek the consent of its secured lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If Asbury does not obtain such a consent or repay such borrowings, Asbury will remain prohibited from purchasing notes. In such case, Asbury’s failure to purchase tendered notes would constitute an Event of Default under the indentures, which would, in turn, likely constitute a default under such Secured Indebtedness.

The provisions under the indentures relating to Asbury’s obligation to make an offer to repurchase the notes as a result of a Change of Control or an Asset Sale may be waived or modified (prior to or after the occurrence thereof) with the written consent of the Holders of a majority in principal amount of the notes then outstanding.

Suspension of Certain Covenants

If on any date following the Issue Date:

(1) any series of notes are rated as follows by at least two of Moody’s, S&P and Fitch: Baa3 or better by Moody’s, BBB- or better by S&P or BBB- or better by Fitch (or, if any such entity ceases to rate the notes for reasons outside of the control of Asbury, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by Asbury as a replacement agency); and

(2) no Default or Event of Default shall have occurred and be continuing,

then, beginning on that day and subject to the provisions of the following paragraph, the covenants specifically listed under the following captions in this offering memorandum will be suspended:

(1) “—Repurchase at the Option of Holders—Asset Sales”;

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(2) “—Certain Covenants—Restricted Payments”;

(3) “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(4) “—Certain Covenants—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(5) clause (4) of “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

(6) “—Certain Covenants—Transactions with Affiliates”; and

(7) “—Certain Covenants—Additional Subsidiary Guarantees.”

During any period that the foregoing covenants have been suspended, the board of directors of Asbury may not designate any of Asbury’s Subsidiaries as Unrestricted Subsidiaries.

Notwithstanding the foregoing, if at least two of Moody’s, S&P and Fitch no longer rate the applicable series of notes at least Baa3, BBB- or BBB- (or the equivalent of any of the foregoing), respectively, the foregoing covenants will be reinstated with respect to such series as of and from the date of such occurrence. Any Indebtedness incurred during the period when the covenants are suspended will be classified as having been incurred pursuant to the first paragraph of “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” To the extent such Indebtedness would not be so permitted to be incurred, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (2) of the second paragraph under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.” However, no Default or Event of Default will be deemed to have occurred as a result of any actions taken by Asbury or its Restricted Subsidiaries during the period when the covenants are suspended.

Promptly following the occurrence of any suspension or reinstatement of the covenants as described above, Asbury will provide an officer’s certificate to the trustee regarding such occurrence. The trustee shall have no obligation to independently determine or verify if a suspension or reinstatement has occurred or notify the Holders of any suspension or reinstatement. The trustee may provide a copy of such officer’s certificate to any Holder of the notes upon request. There can be no assurance that the notes will ever achieve an investment grade rating or, if such ratings are achieved, that they will be maintained.

Certain Covenants

Restricted Payments

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend on, or make any other payment or distribution on account of, Asbury’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Asbury or any of its Restricted Subsidiaries) or to the direct or indirect holders of Asbury’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable (i) in Equity Interests (other than Disqualified Stock) of Asbury or (ii) to Asbury or a Restricted Subsidiary);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Asbury) any Equity Interests of Asbury or any direct or indirect parent of Asbury (other than any such Equity Interests owned by Asbury or any of its Restricted Subsidiaries);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Indebtedness that is subordinated to the notes or the Subsidiary Guarantees, except the payment, purchase, redemption, defeasance or other acquisition or retirement purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, purchase, redemption, defeasance or other acquisition or retirement for value; or

(4) make any Restricted Investment;

(all such payments and other actions set forth in the clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

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unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(2) Asbury would, after giving pro forma effect thereto have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Asbury and its Restricted Subsidiaries beginning on October 1, 2021 (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (9), (10), (11) and (12) of the next succeeding paragraph), is less than the sum, without duplication, of:

(a) 50% of the Consolidated Net Income of Asbury for the period (taken as one accounting period) beginning on October 1, 2021 up to the end of Asbury’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus

(b) 100% of the aggregate net proceeds (including the fair market value of property other than cash) received by Asbury on or after October 1, 2021 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Asbury (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Asbury that have been converted into or exchanged for such Equity Interests (other than Equity Interests, Disqualified Stock or debt securities sold to a Subsidiary of Asbury), plus

(c) the amount by which Indebtedness or Disqualified Stock incurred or issued subsequent to the Issue Date is reduced on Asbury’s consolidated balance sheet upon the conversion or exchange (other than by a Subsidiary of Asbury) into Equity Interests of Asbury (other than Disqualified Stock) (less the amount of any cash, or the fair market value of any other asset, distributed by Asbury or any Restricted Subsidiary upon such conversion or exchange); provided that such amount shall not exceed the aggregate net proceeds (including the fair market value of property other than cash) received by Asbury or any Restricted Subsidiary after the Issue Date from the issuance and sale (other than to a Subsidiary of Asbury) of such Indebtedness or Disqualified Stock, plus

(d) to the extent that any Restricted Investment that was made on or after October 1, 2021 has been or is sold for cash or otherwise liquidated or repaid, purchased or redeemed for cash, the lesser of (i) such cash (less the cost of disposition, if any) and (ii) the amount of such Restricted Investment, plus

(e) to the extent not otherwise included in the calculation of Consolidated Net Income of Asbury for such period for purposes of clause (a) above, 100% of the net reduction in Investments (other than Permitted Investments) in any Person other than Asbury or a Restricted Subsidiary resulting from dividends, return of capital, interest payments, repayment of loans or advances or other transfers of assets, in each case to Asbury or any Restricted Subsidiary, plus

(f) to the extent not otherwise included in the calculation of Consolidated Net Income of Asbury for such period for purposes of clause (a) above, 100% of any dividends or interest payments, return of capital, repayments of loans or advances or other transfers of assets received by Asbury or a Restricted Subsidiary on and after the Issue Date from an Unrestricted Subsidiary or other Investment (other than a Permitted Investment), plus

(g) to the extent that any Unrestricted Subsidiary of Asbury has been or is redesignated as a Restricted Subsidiary on or after October 1, 2021, the fair market value of Asbury’s Investment in such Subsidiary as of the date of such redesignation; plus

(h) $740.0 million.

As of the Issue Date, available capacity under this clause (3) will include the net proceeds received by Asbury from the 2021 Common Stock Offering.

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The preceding provisions will not prohibit:

(1) the payment of any dividend or distribution on, or redemption of, Equity Interests, within 60 days after the date of declaration of the dividend or the giving of notice thereof, if, at the date of such declaration or the giving of such notice the payment would have complied with the provisions of the applicable indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Asbury or any Guarantor or of any Equity Interests of Asbury, or the making of any Investment, in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of Asbury) of, or capital contribution in respect of, Equity Interests of Asbury (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition or any such Investment will be excluded from clause (3)(b) of the second preceding paragraph;

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Asbury or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend or other payment or distribution by a Restricted Subsidiary of Asbury to the holders of its Equity Interests on a pro rata basis;

(5) repurchases of Equity Interests deemed to occur upon exercise of stock options if those Equity Interests represent all or a portion of the exercise price of those options;

(6) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Asbury or any Restricted Subsidiary of Asbury (in the event such Equity Interests are not owned by Asbury or any of its Restricted Subsidiaries) in an amount not to exceed $50.0 million in any fiscal year with unused amounts carried over to the succeeding fiscal year, subject to a maximum of $100.0 million in any fiscal year;

(7) the purchase by Asbury of fractional shares arising out of stock dividends, splits or combinations or business combinations and payments or distributions to dissenting stockholders pursuant to applicable law in connection with a consolidation, merger or transfer of assets;

(8) the declaration and payment of dividends to holders of any class or series of preferred stock of Asbury issued or incurred in compliance with the covenant described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock” to the extent such dividends are included in the definition of Fixed Charges;

(9) Restricted Payments not to exceed the greater of (a) $225.0 million and (b) 3.0% of Consolidated Total Assets calculated at the time of such Restricted Payment under this clause (9) in the aggregate, plus, to the extent Restricted Payments made pursuant to this clause (9) are Investments made by Asbury or any of its Restricted Subsidiaries in any Person and such Investment is sold or otherwise liquidated or repaid, purchased or redeemed, an amount equal to the cash and/or fair market value of assets, received (less the cost of disposition, if any); provided that the amount of such cash and/or assets received will be excluded from clause (3)(d) of the immediately preceding paragraph;

(10) Restricted Payments, so long as the Consolidated Total Leverage Ratio of Asbury and its Restricted Subsidiaries on a consolidated basis is no greater than 3.0 to 1.0 determined on a pro forma basis for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such Restricted Payment;

(11) dividends or other distributions by Asbury or any Restricted Subsidiary of (x) Capital Stock of an Unrestricted Subsidiary, or (y) Debt owed to Asbury or a Restricted Subsidiary by, an Unrestricted Subsidiary, in each case, other than an Unrestricted Subsidiary the principal asset of which is (i) cash and Cash Equivalents or (ii) intellectual property that is material to Asbury and its Subsidiaries, taken as a whole; or

(12) any Restricted Payments that are made in connection with Transactions, including the consummation of the LHM Acquisition.

For purposes of determining compliance with this covenant, in the event that at the time a Restricted Payment or Permitted Investment (or any portion thereof) is made such Restricted Payment or Permitted Investment (or any portion thereof) meets

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the criteria of more than one of the categories of Restricted Payments described in the first paragraph of this covenant or clauses (1) through (12) of the preceding paragraph, or one or more of the categories of Investments described in the clauses of the definition of “Permitted Investment,” then Asbury, in its sole discretion, will classify (and will be entitled to divide and classify such Restricted Payment or Permitted Investment (or any portion thereof) among one or more categories and may later redivide or reclassify such Restricted Payment among such categories in any manner that complies with this covenant at the time of classification or reclassification.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Asbury or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities other than cash that are required to be valued by this covenant will be determined by an officer of Asbury (or if such fair market value exceeds $100.0 million, by Asbury’s Board of Directors).

Incurrence of Indebtedness and Issuance of Preferred Stock

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and Asbury will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Asbury may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and Asbury’s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, in each case, if the Fixed Charge Coverage Ratio for Asbury’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom).

The first paragraph of this covenant will not, prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities, in an aggregate principal amount at any one time outstanding under this clause (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Asbury and its Restricted Subsidiaries thereunder) not to exceed the greater of:

(a) $1,250 million; and

(b) 30.0% of Asbury’s Consolidated Net Tangible Assets as of the date of such incurrence;

(2) (i) the incurrence by Asbury or any of its Restricted Subsidiaries of Existing Indebtedness or (ii) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness under the New Real Estate Facility (whether or not issued and outstanding as of the Issue Date) in each case of this clause (ii), in amounts contemplated by the documentation for the New Real Estate Facility at the date of closing of the LHM Acquisition;

(3) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness represented by the notes and the related Subsidiary Guarantees to be issued on the Issue Date;

(4) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness under Floor Plan Facilities;

(5) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Asbury or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund or refinance any Indebtedness incurred pursuant to this clause (5), not to exceed, at any time outstanding, the greater of $200.0 million and 2.75% of Consolidated Total Assets as of the date of such incurrence;

(6) the incurrence by Asbury or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the applicable indenture to be incurred under the first paragraph of this covenant or clauses (2), (3) or this clause (6) of this paragraph; provided that to the extent such Permitted

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Refinancing Indebtedness refinances (a) other than the Indebtedness junior to the notes or a Guarantee, as applicable, such Refinancing Indebtedness is junior to the notes or the Guarantee, as applicable, or (b) Disqualified Stock or preferred stock, such Refinancing Indebtedness is Disqualified Stock or preferred stock;

(7) the incurrence by Asbury or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Asbury and its Restricted Subsidiaries; provided, that:

(a) if Asbury or any Guarantor is the obligor on such Indebtedness owing to a Restricted Subsidiary, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of Asbury, or the Subsidiary Guarantee, in the case of a Guarantor; and

(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Asbury or a Restricted Subsidiary of Asbury and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Asbury or a Restricted Subsidiary of Asbury will be deemed, in each case, to constitute an incurrence of such Indebtedness by Asbury or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (7);

(8) the incurrence by Asbury or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;

(9) (i) the guarantee by Asbury or any of its Restricted Subsidiaries of Indebtedness of Asbury or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant and (ii) Indebtedness incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of Asbury or any Restricted Subsidiary not to exceed for the avoidance of doubt, in the case of this clause (ii), at any time outstanding, the greater of (i) $150.0 million and (ii) 2.0% of the Consolidated Total Assets as of the date of such incurrence;

(10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within five business days of its incurrence;

(11) Obligations in respect of (A) performance, bid and surety or appeal bonds, letters of credit, completion guarantees, self-insurance obligations or workers compensation claims in the ordinary course of business and (B) agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations incurred in connection with the acquisition or disposition of any business, assets or subsidiary;

(12) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(13) Indebtedness consisting of the financing of insurance premiums;

(14) Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business;

(15) the incurrence by Asbury or any of its Restricted Subsidiaries of Indebtedness under Mortgage Loans in an amount incurred pursuant to this clause (15) not to exceed the greater of $525.0 million and 7.0% of Consolidated Total Assets as of the date of such incurrence at any time outstanding;

(16) the incurrence by Asbury or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) which, when taken together with all other Indebtedness of Asbury and its Restricted Subsidiaries outstanding on the date of such incurrence and incurred pursuant to this clause (16), does not exceed the greater of $450.0 million and 6.0% of Consolidated Total Assets as of the date of such incurrence; and

(17) Indebtedness, Disqualified Stock or Preferred Stock of (x) Asbury or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by Asbury or any Restricted Subsidiary or merged into or consolidated with Asbury or a Restricted Subsidiary in accordance with the terms of the indentures; provided that after giving effect to such acquisition, merger or consolidation, either:

(a) Asbury would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this covenant, or

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(b) the Fixed Charge Coverage Ratio is greater than or equal to the Fixed Charge Coverage Ratio immediately prior to such acquisition, merger or consolidation.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (17) above, and may also be entitled to be incurred in whole or in part pursuant to the first paragraph of this covenant, Asbury will be permitted to divide and classify such item of Indebtedness on the date of its incurrence and later divide and reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant; for the avoidance of doubt, any Incurrence of Indebtedness may, if applicable, be classified in part as being Incurred and outstanding under the first paragraph of this covenant and in part as being Incurred and outstanding under one or more categories of Permitted Debt. Indebtedness that was outstanding on the Issue Date under Credit Facilities under clause (1) of the definition of Permitted Debt thereunder and Indebtedness that was outstanding under clause (2)(ii) of the definition of Permitted Debt as of the initial closing date of the LHM Acquisition (whether for all or less than all of the assets currently intended to be acquired) will be deemed to have been incurred on such date in reliance on the exception provided by clause (1) or clause 2(ii), as applicable, of the definition of Permitted Debt and unless repaid may not be reclassified.

Accrual of interest and dividends, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, changes to amounts outstanding in respect of Hedging Obligations solely as a result of fluctuations in interest rates, the assumption or guarantee of Indebtedness of a Restricted Subsidiary by Asbury or another Restricted Subsidiary and the payment of dividends on Disqualified Stock or preferred stock of Restricted Subsidiaries in the form of additional shares of the same class of Disqualified Stock or preferred stock of Restricted Subsidiaries is not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock of Restricted Subsidiaries for purpose of this covenant.

Liens

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, including Attributable Debt, on any asset now owned or hereafter acquired, except Permitted Liens.

Any Lien granted pursuant to clause (2) of the definition of Permitted Liens shall be automatically released if the Liens securing such Indebtedness which gave rise to such Lien shall have been discharged, other than in connection with the exercise of remedies related to such Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Asbury will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any of such Restricted Subsidiaries to:

(1) pay dividends or make any other distributions on its Capital Stock to Asbury or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Asbury or any of its Restricted Subsidiaries;

(2) make loans or advances to Asbury or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to Asbury or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) any agreement in effect or entered into on the Issue Date, including agreements governing Existing Indebtedness, Credit Facilities and Floor Plan Facilities as in effect on the Issue Date or agreements entered into in connection with the LHM Acquisition and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings of such instrument are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such agreement as in effect on the Issue Date or otherwise entered into in connection with the LHM Acquisition;

(2) the indentures, the notes and the Subsidiary Guarantees;

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(3) applicable law and any applicable rule, regulation or order;

(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Asbury or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the applicable indenture to be incurred;

(5) any encumbrance or restriction pursuant to an agreement effecting a permitted renewal, refunding, replacement, refinancing or extension of Indebtedness issued pursuant to an agreement containing any encumbrance or restriction referred to in the foregoing clauses (2) and (4), so long as the encumbrances and restrictions contained in any such renewal, refunding, replacement, refinancing or extension agreement are not materially less favorable, taken as a whole, to the Holders than the encumbrances and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced or extended in the good faith judgment of Asbury;

(6) customary non-assignment provisions in leases entered into in the ordinary course of business;

(7) purchase money obligations for property acquired that impose restrictions on the transfer of that property of the nature described in clause (3) of the preceding paragraph; provided that any such encumbrance or restriction is released to the extent the underlying Lien is released or the related Indebtedness is repaid;

(8) any agreement for the sale or other disposition of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of substantially all of the Capital Stock or substantially all of the assets of that Subsidiary;

(9) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(10) Liens that limit the right of the debtor to dispose of the assets subject to such Liens;

(11) covenants in a franchise or other agreement entered into in the ordinary course of business with a Manufacturer customary for franchise agreements in the vehicle retailing industry;

(12) customary provisions in joint venture agreements, asset purchase or sale agreements, stock sale agreements and other similar agreements;

(13) customary provisions restricting subletting or assignment of any lease, contract or license of Asbury or any Restricted Subsidiary or provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(14) restrictions on cash or other deposits or net worth, total assets, liquidity and similar financial responsibility covenants imposed by customers under contracts entered into in the ordinary course of business; and

(15) covenants in Floor Plan Facilities customary for inventory and floor plan financing in the automobile retailing industry.

Merger, Consolidation or Sale of Assets

Asbury may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Asbury is the surviving Person); (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Asbury and its Restricted Subsidiaries taken as a whole; or (3) or consummate a Division as the Dividing Person (whether or not Asbury is the surviving Person or Division Successor, as applicable), in each case, in one or more related transactions, to another Person; unless:

(1) either: (a) Asbury is the surviving Person; (b) the Person formed by or surviving any such consolidation or merger (if other than Asbury) or to which such sale, assignment, transfer, conveyance or other disposition has been made is organized or existing under the laws of the United States, any state of the United States or the District of Columbia (any such Person, the “Successor Company”); or (c) in the case of a Division where Asbury is the Dividing Person,

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(i) either all Division Successors shall become co-issuers of the notes or the Division, as to any Division Successor that will not be a co-issuer, is permitted by the covenant described above under “—Restricted Payments” (it being understood for the avoidance of doubt that a Division by Asbury constitutes a Restricted Payment) and, in each case, any Division Successor that becomes a co-issuer shall be organized or existing under the laws of a jurisdiction specified in clause (b), and (ii) if Asbury will not be a co-issuer, such Division would not, in the reasonable determination of Asbury, result in a “significant modification” of the notes for U.S. federal income tax purposes;

(2) any Successor Company, if any, assumes all the obligations of Asbury under the notes, the indentures and, if registration obligations under the registration rights agreements have not been fulfilled, the registration rights agreements with respect to the notes;

(3) immediately after such transaction no Default exists; and

(4) (A) Asbury or the Successor Company will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock,” or (B) the Fixed Charge Coverage Ratio for Asbury or the Successor Company would be equal to or greater than such ratio for Asbury immediately prior to such transaction.

The foregoing clause (4) will not prohibit (a) a merger between Asbury and any of its Restricted Subsidiaries or (b) a merger between Asbury and an Affiliate with no liabilities (other than de minimis liabilities); provided that the Affiliate is incorporated or formed and the merger undertaken solely for the purpose of reincorporating or forming Asbury in another state of the United States, so long as the amount of Indebtedness of Asbury and its Restricted Subsidiaries is not increased thereby other than in accordance with the indentures.

In addition, Asbury may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. The “Merger, Consolidation or Sale of Assets” covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Asbury and any of the Guarantors.

The Successor Company, if any, will be the successor to Asbury and shall succeed to, and be substituted for, and may exercise every right and power of, Asbury under the indentures, and the predecessor company, in the case of a merger, consolidation or sale of all of Asbury’s assets, shall be released from its obligations with respect to the notes, including with respect to its obligation to pay the principal of and interest, if any, on the notes.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into or consummate a Division as the Dividing Person (whether or not such Guarantor is the surviving Person or Division Successor, as applicable), another Person, other than Asbury or another Guarantor, unless:

(1) the Successor Company will be a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

(2) immediately after such transaction no Default exists; and

(3) either:

a. the Person or Division Successor, as applicable, acquiring the property in any such sale, disposition or Division or the Person formed by or surviving any such consolidation, merger or Division assumes all the obligations of that Guarantor under its Note Guarantee and the indentures pursuant to a supplemental indenture in form satisfactory to the trustee; or

b. the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the indentures (it being understood such sale, disposal, consolidation or merger may be undertaken notwithstanding that the required application of Net Proceeds may occur in the future).

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Restricted Subsidiary of Asbury to be an Unrestricted Subsidiary if no Default has occurred and is continuing at the time of the designation and if that designation would not cause a Default. If a Restricted

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Subsidiary of Asbury is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Asbury and its Restricted Subsidiaries in the Subsidiary properly designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption “—Restricted Payments” or Permitted Investments, as determined by Asbury. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. In addition, no such designation may be made unless the proposed Unrestricted Subsidiary does not own any Capital Stock in any Restricted Subsidiary that is not simultaneously subject to designation as an Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. TCA and its subsidiaries will be designated as Unrestricted Subsidiaries upon the acquisition thereof by Asbury in connection with the Transactions.

Transactions with Affiliates

Asbury will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee involving aggregate consideration in excess of $50.0 million with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are not materially less favorable to Asbury or the relevant Restricted Subsidiary than those that would reasonably be expected to have been obtained in a comparable transaction by Asbury or such Restricted Subsidiary with an unrelated Person; and

(2) Asbury delivers to the trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $75.0 million, a resolution of the Board of Directors set forth in an officer’s certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors.

Notwithstanding the foregoing, the following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any employment agreement (or amendment thereto) entered into by Asbury or any of its Restricted Subsidiaries in the ordinary course of business of Asbury or such Restricted Subsidiary, including the payment of indemnities provided for the benefit of employees party to such employment agreements and the payment of compensation to the officers, directors and employees of Asbury and its Restricted Subsidiaries;

(2) transactions between or among Asbury and/or its Restricted Subsidiaries;

(3) transactions with a Person that is an Affiliate of Asbury solely because Asbury owns an Equity Interest in, or controls, such Person;

(4) payment of directors’ fees and indemnities provided for the benefit of directors;

(5) issuances or sales of Equity Interests (other than Disqualified Stock) of Asbury;

(6) the pledge of Equity Interests of Unrestricted Subsidiaries; and

(7) Permitted Investments and Restricted Payments that are permitted by the provisions of the indentures described above under the caption “—Restricted Payments.”

Additional Subsidiary Guarantees

If any Restricted Subsidiary of Asbury (including any Restricted Subsidiary acquired pursuant to the LHM Acquisition), that is not a Guarantor, guarantees the Credit Agreement or any refinancing thereof, it will, within 30 days of such guarantee, become a Guarantor and execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will agree to guarantee Asbury’s obligations under the notes; provided, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with the indentures for so long as they continue to constitute Unrestricted Subsidiaries will not have to comply with the requirements of this covenant.

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Reports

Whether or not required by the SEC, so long as any notes are outstanding, Asbury will furnish to the Holders of notes, within 15 days after the date by which Asbury would have been required by the SEC’s rules and regulations to file such documents:

1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if Asbury were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Asbury’s certified independent accountants; and

(2) all current reports that would be required to be filed with the SEC on Form 8-K if Asbury were required to file such reports.

In addition, whether or not required by the SEC, Asbury will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC for public availability within 15 days after the date by which Asbury would have been required by the SEC’s rules and regulations to file such documents (unless the SEC will not accept such a filing). In addition, Asbury and the Guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Asbury will be deemed to have furnished the reports referred to in clauses (1) and (2) above and the preceding sentence if Asbury has filed Form 10-Q, 10-K and 8-K reports, as required, with the SEC (and such reports are publicly available).

Limited Condition Transactions

Notwithstanding anything in the indentures to the contrary, when (i) calculating any applicable ratio in connection with the incurrence of Indebtedness, the creation of Liens, the making of any Asset Sale, the making of any acquisitions, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as restricted or unrestricted, the repayment of Indebtedness or for any other purpose, (ii) determining whether any Default or Event of Default has occurred, is continuing or would result from any action, or (iii) determining compliance with any representations and warranties and any other condition precedent to any action or transaction, in each case of clauses (i) through (iii) in connection with a Limited Condition Transaction, the date of determination of such ratio, whether any Default or Event of Default has occurred, is continuing or would result therefrom, or the satisfaction of any other condition precedent shall, at the option of Asbury (Asbury’s election to exercise such option in connection with any Limited Condition Transaction, a “Transaction Election”), be deemed to be the date of declaration of such Restricted Payment or the date that the definitive agreement for such Restricted Payment, Investment, acquisition, Asset Sale or incurrence, repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock is entered into, the date a public announcement of an intention to make an offer in respect of the target of such acquisition or Investment or the date of such notice, which may be conditional, of such repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock or such Asset Sale is given to the holders of such Indebtedness, Disqualified Stock or preferred stock (any such date, the “Transaction Test Date”). If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof), with such ratios, absence of defaults, satisfaction of conditions precedent and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred on the relevant Transaction Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (i) if any of such ratios, absence of defaults, satisfaction of conditions precedent or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated Cash Flow), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, absence of defaults, satisfaction of conditions precedent and other provisions will not be deemed to have been exceeded, breached, or otherwise failed to have been satisfied as a result of such fluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If Asbury has made a Transaction Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Limited Condition Transaction or otherwise on or following the relevant Transaction Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated. For purposes of any calculation pursuant to this paragraph of the Fixed Charge Coverage Ratio, Fixed Charges may be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Asbury in good faith.

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Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on the notes;

(2) default in payment when due of the principal of, or premium, if any, on the notes;

(3) failure by Asbury to comply with the provisions described under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets”;

(4) failure by Asbury or any of its Restricted Subsidiaries to comply for 30 days after receipt of notice with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control,” “—Repurchase at the Option of Holders—Asset Sales,” “—Certain Covenants—Restricted Payments,” or “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(5) failure to comply with the covenant described under “—Reports” and such failure continues for a period of 150 days after written notice is given to Asbury as provided below;

(6) failure by Asbury or any of its Restricted Subsidiaries to comply for 60 days after receipt of notice with any of the other agreements in the indentures;

(7) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Asbury or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Asbury or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee existed as of the Issue Date or is or was created thereafter, if that default:

(a) is caused by a failure to pay principal at its Stated Maturity after giving effect to any applicable grace period provided in such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its Stated Maturity

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more and such Indebtedness has not been discharged or such acceleration has not been rescinded or annulled within 30 days;

(8) failure by Asbury or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $100.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered), which judgments are not paid, discharged or stayed for a period of 60 days;

(9) except as permitted by the indentures, any Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and

(10) certain events of bankruptcy or insolvency described in the indentures with respect to Asbury or a Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary.

However, a default under clauses (4), (5) or (6) will not constitute an Event of Default until the trustee or the holders of 25% in aggregate principal amount of the outstanding notes notify Asbury of the default and Asbury does not cure such default within the time specified after receipt of such notice. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Asbury, any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

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Holders of the notes may not enforce the indentures or the notes except as provided in the indentures. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the notes notice of any continuing Default if it determines that withholding notice is in their interest, except a Default relating to the payment of principal or interest.

The Holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the indentures except a continuing Default in the payment of interest on, or the principal of, the notes (other than the non-payment of principal of or interest, if any, on the notes that became due solely because of the acceleration of the notes).

A Default under the notes, unless cured or waived, could trigger manufacturer rights to acquire certain of our dealerships.

Asbury is required to deliver to the trustee within 90 days after the end of each fiscal year a statement regarding compliance with the indentures during such fiscal year. Within 10 business days of becoming aware of any Default or Event of Default that has not been cured, Asbury is required to deliver to the trustee a statement specifying such Default.

Any notice of Default, notice of acceleration or instruction to the trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to Asbury and the trustee that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide Asbury with such other information as Asbury may reasonably request from time to time in order to verify the accuracy of such Noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee, and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the trustee.

If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, Asbury determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the trustee an officer’s certificate stating that Asbury has initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, Asbury provides to the trustee an officer’s certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the trustee during the pendency of an Event of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs. In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any Holder that is a Regulated Bank.

For the avoidance of doubt, the trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the indentures, shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any officer’s certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The trustee shall have no liability to Asbury, any Holder or any other Person in acting in good faith on a Noteholder Direction.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of Asbury or any Guarantor, as such, will have any liability for any obligations of Asbury or the Guarantors under the notes, the indentures, the Subsidiary Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such waiver is against public policy.

Legal Defeasance and Covenant Defeasance

Asbury may, at its option and at any time, elect to terminate all of the obligations of itself and the Guarantors with respect to the notes and the indentures (“Legal Defeasance”) except for:

(1) the rights of Holders to receive payments in respect of the principal of, or interest or premium, if any, on such notes when such payments are due from amounts deposited in trust (as described below);

(2) Asbury’s obligations to issue temporary notes, register the transfer or exchange of notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes;

(3) the rights, powers, trusts, duties and immunities of the trustee, and the related obligations of Asbury and the Guarantors; and

(4) the Legal Defeasance provisions of the indentures.

In addition, Asbury may, at its option and at any time, elect to have the obligations of Asbury and the Guarantors released with respect to the covenants that are described above under “—Repurchase at the Option of Holders—Change of Control” and “—Asset Sales,” “—Certain Covenants—Restricted Payments,” “—Incurrence of Indebtedness and Issuance of Preferred Stock,” “—Liens,” “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,” clause (4) of “—Merger, Consolidation or Sale of Assets,” “—Designation of Restricted and Unrestricted Subsidiaries,” “—Transactions with Affiliates,” “—Additional Subsidiary Guarantees,” “—Reports” and the covenant in each indenture with respect to the payment of taxes and other claims (“Covenant Defeasance”). Thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment and bankruptcy events with respect to Asbury) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

If Asbury exercises its Legal Defeasance or Covenant Defeasance option, each Guarantor will be released from all of its obligations with respect to its Guarantee.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) Asbury must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, investment bank or valuation firm, to pay the principal of, or interest and premium, if any, on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be (which opinion may contain reasonable assumptions if the redemption price of the notes is based on a make-whole calculation not determinable at the time of delivery of such opinion), and Asbury must specify whether the notes are being defeased to Stated Maturity or to a particular redemption date;

(2) in the case of Legal Defeasance only, Asbury must deliver to the trustee an opinion of counsel confirming that (a) Asbury has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders and beneficial owners of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance only, Asbury must deliver to the trustee an opinion of counsel confirming that the Holders and beneficial owners of the outstanding notes will not recognize income, gain or loss for federal

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income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default has occurred and is continuing on the date of such deposit (other than a Default resulting from any borrowing of funds to be applied to such deposit);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indentures) to which Asbury or any of its Restricted Subsidiaries is a party or by which Asbury or any of its Restricted Subsidiaries is bound;

(6) Asbury must deliver to the trustee an officer’s certificate stating that the deposit was not made by Asbury with the intent of preferring the Holders of notes over the other creditors of Asbury with the intent of defeating, hindering, delaying or defrauding creditors of Asbury or others; and

(7) Asbury must deliver to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next three succeeding paragraphs, the indentures or the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indentures or the notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting Holder):

(1) reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or reduce any amount payable on any redemption of the notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders” and for the avoidance of doubt excluding notice periods set forth under “Optional Redemption” and for the avoidance of doubt excluding any waiver or modification of an offer to repurchase the notes set forth under “Change of Control” and “Asset Sales”);

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, on the notes (except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);

(5) make any note payable in money other than that stated in the notes;

(6) make any change in the provisions of the indentures relating to waivers of past Defaults or the rights of Holders of notes to receive payments of principal of, or interest or premium on, the notes;

(7) waive a redemption payment with respect to any note (other than a payment required by the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Subsidiary Guarantee or the indentures, except in accordance with the terms of the indentures; or

(9) make any change in the preceding amendment and waiver provisions.

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Notwithstanding the foregoing, without the consent of any Holder of notes, Asbury, the Guarantors and the trustee may amend or supplement the indentures or the notes:

(1) to cure any ambiguity, defect or inconsistency or to make a modification of a formal, minor or technical nature or to correct a manifest error;

(2) to provide for uncertificated notes in addition to or in place of certificated notes;

(3) to provide for the assumption of Asbury’s or any Guarantor’s obligations to Holders of notes in the case of a merger or consolidation or sale of all or substantially all of Asbury’s assets;

(4) to add Guarantees with respect to the notes (which supplemental indenture need not to be executed by existing Guarantors) or to secure the notes;

(5) to add to the covenants of Asbury or any Guarantor for the benefit of the Holders of the notes or surrender any right or power conferred upon Asbury or any Guarantor;

(6) to make any change that would provide any additional rights or benefits to the Holders of notes or that does not adversely affect the legal rights under the indentures of any such Holder;

(7) to comply with requirements of the SEC in connection with the qualification of the indentures under the Trust Indenture Act to the extent the indentures are to be so qualified;

(8) to evidence and provide for the acceptance and appointment under the indentures of a successor trustee pursuant to the requirements thereof;

(9) to conform the text of the indentures, the notes or the Guarantees of the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a substantially verbatim recitation of a provision of the indentures, the notes or the Guarantees of the notes;

(10) to provide for the issuance of exchange notes;

(11) to provide for the issuance of additional 2029 notes or additional 2032 notes in accordance with the applicable indenture; or

(12) to add customary provisions allowing for the issuance of additional 2029 notes or additional 2032 notes into escrow.

The consent of the Holders is not necessary under the indentures to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. Holders of each series of Notes will vote as a separate class.

After an amendment under the indentures becomes effective, we are required to deliver to holders of the notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment.

Satisfaction and Discharge

The indentures will be discharged and will cease to be of further effect as to all notes (and guarantees) issued thereunder, when:

(1) either:

(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to Asbury, have been delivered to the trustee for cancellation; or

(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Asbury or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds

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in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, pursuant to arrangements satisfactory to the trustee, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes then outstanding for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which Asbury or any Guarantor is a party or by which Asbury or any Guarantor is bound;

(3) Asbury or any Guarantor has paid or caused to be paid all sums payable by it under the applicable indenture; and

(4) Asbury has delivered irrevocable instructions to the trustee under the applicable indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, Asbury must deliver an officer’s certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the trustee becomes a creditor of Asbury or any Guarantor, the indentures limit its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee is permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the indentures have been qualified under the TIA) or resign. If the trustee fails to either eliminate the conflicting interest, obtain permission or resign within 10 days of the expiration of the 90-day period, the trustee is required to notify the Holders to this effect and any Holder that has been a bona fide holder for at least six months may petition a court to remove the trustee and appoint a successor trustee.

The Holders of a majority in principal amount of the then outstanding notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indentures will provide that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indentures at the request of any Holder of notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The indentures, the notes and the Subsidiary Guarantees are governed by and construed in accordance with the laws of the State of New York.

Additional Information

Anyone who receives this offering memorandum may obtain a copy of the indentures and the registration rights agreements relating to the notes without charge by writing to Asbury Automotive Group, Inc., 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097, Attention: Chief Financial Officer.

Book-Entry, Delivery and Form

Rule 144A and Regulation S Notes

The notes offered hereby are being offered and sold to qualified institutional buyers in reliance on Rule 144A (“Rule 144A Notes”). The notes offered hereby also may be offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”). Except as set forth below, the notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes offered hereby will be issued at the closing of this offering only against payment in immediately available funds.

Rule 144A Notes initially will be represented by one or more notes in registered, global form without interest coupons (collectively, the “Restricted Global Notes”) and will be deposited with the trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee. The Restricted Global Notes (and any notes issued in exchange therefor), including

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beneficial interests in the Restricted Global Notes, will be subject to certain restrictions on transfer set forth therein and in the indentures and will bear the legend regarding such restrictions set forth under “Notice to Investors.”

Regulation S Notes will be initially represented by global notes in fully registered form without interest coupons (collectively the “Temporary Regulation S Global Notes”) registered in the name of a nominee of DTC and deposited with the trustee, for the accounts of the Euroclear System (“Euroclear”) and Clearstream, Luxembourg (“Clearstream”). When the Restricted Period (as defined below) terminates, the trustee will exchange the portion of the Temporary Regulation S Global Notes for interests in Regulation S Global Notes (the “Regulation S Global Notes” and, together with the Restricted Global Notes, the “Global Notes” or each individually, a “Global Note”). Until the 40th day after the latest of the commencement of the offering and the Issue Date (such period, the “Restricted Period”), beneficial interests in the Temporary Regulation S Global Notes may be held only through Euroclear or Clearstream, unless delivery is made through the Restricted Global Notes in accordance with the certification requirements described below. After the Restricted Period, beneficial interests in the Regulation S Global Notes may be held through other organizations participating in the DTC system.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form except in the limited circumstances described below. See “—Exchange of Book-Entry Notes for Certificated Notes.” In addition, beneficial interests in Restricted Global Notes may not be exchanged for beneficial interests in the Regulation S Global Note or vice versa except in accordance with the transfer and certification requirements described below under “—Exchanges Between the Restricted Global Notes and the Regulation S Global Notes.”

Exchanges Between the Restricted Global Notes and the Regulation S Global Notes

Beneficial interests in the Restricted Global Notes may be exchanged for beneficial interests in the Regulation S Global Notes and vice versa only in connection with a transfer of such interest. Such transfers are subject to compliance with the certification requirements described below.

Prior to the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Note may be transferred to a person who takes delivery in the form of an interest in the Restricted Global Notes only upon receipt by the trustee of a written certification from the transferor (in the form provided in the indentures) to the effect that such transfer is being made to a person who the transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such person is a QIB, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction (a “Restricted Global Note Certificate”). After the expiration of the Restricted Period, such certification requirements will not apply to such transfers of beneficial interests in the Regulation S Global Notes.

Beneficial interests in a Restricted Global Note may be transferred to a person who takes delivery in the form of an interest in a Temporary Regulation S Global Note only upon receipt by the trustee of a written certification from the transferor (in the form provided in the indentures) to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S, in the case of an exchange for an interest in the Temporary Regulation S Global Note, or in accordance with Rule 903 or 904 of Regulation S, or, if available, Rule 144, in the case of an exchange for an interest in the Regulation S Global Note (a “Regulation S Global Note Certificate”) and that, if such transfer occurs prior to the expiration of the Restricted Period, the interest transferred will be held immediately thereafter through Euroclear or Clearstream.

Any beneficial interest in one of the Global Notes that is transferred to a person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in another Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

Any exchange of a beneficial interest in a Regulation S Global Note or a Temporary Regulation S Global Note for a beneficial interest in a Restricted Global Note will be effected through DTC by means of an instruction originated by the trustee through the DTC Deposit/Withdraw at Custodian (“DWAC”) system.

Accordingly, in connection with any such exchange, appropriate adjustments will be made in the records of the Security Register to reflect an increase in the principal amount of such Restricted Global Note or vice versa, as applicable.

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Exchanges of Book-Entry Notes for Certificated Notes

A beneficial interest in a Global Note may not be exchanged for a Note in certificated form unless (i) DTC (x) notifies Asbury that it is unwilling or unable to continue as Depository for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, (ii) there shall have occurred and be continuing an Event of Default with respect to the notes or (iii) we elect to cause the issuance of notes in certificated form. In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures). Any certificated notes issued in exchange for an interest in a Global Note will bear the legend restricting transfers that is borne by such Global Note. Any such exchange will be effected only through the DWAC System and an appropriate adjustment will be made in the records of the Security Register to reflect a decrease in the principal amount of the relevant Global Note.

Exchanges of Certificated Notes for Book-Entry Notes

Notes issued in certificated form may not be exchanged for beneficial interests in any Global Note unless such exchange complies with Rule 144A, in the case of an exchange for an interest in the Restricted Global Note, or Regulation S or (if available) Rule 144, in the case of an exchange for an interest in the Regulation S Global Note. In addition, in connection with any such exchange and transfer, the trustee must have received on behalf of the transferor a Restricted Global Note Certificate or a Regulation S Global Note Certificate, as applicable. Any such exchange will be effected through the DWAC System and an appropriate adjustment will be made in the records of the Security Register to reflect an increase in the principal amount of the relevant Global Note.

Global Notes

The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them from time to time. Asbury and the Guarantors take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

Upon the issuance of the Temporary Regulation S Global Notes, the Regulation S Global Notes and the Restricted Global Notes, DTC will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such Global Notes to the accounts with DTC (“participants”) or persons who hold interests through participants. Ownership or beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect to interest of persons other than participants).

As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the notes represented by such Global Note for all purposes under the indentures and the notes. Except in the limited circumstances described above under “—Exchanges of Book-Entry Notes for Certificated Notes,” owners of beneficial interests in a Global Note will not be entitled to have portions of such Global Note registered in their names, will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or Holders of the Global Note (or any notes presented thereby) under the indentures or the notes. In addition, no beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with DTC’s applicable procedures (in addition to those under the indentures referred to herein and, if applicable, those of Euroclear and Clearstream). In the event that owners of beneficial interests in a Global Note become entitled to receive notes in definitive form, such notes will be issued only in registered form in denominations of U.S. $2,000 and integral multiples of $1,000 in excess thereof.

Investors may hold their interests in the Temporary Regulation S Global Notes and the Regulation S Global Notes through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations which are participants in such systems. After the expiration of the Restricted Period (but not earlier), investors may also hold their interests in the Regulation S Global Notes through organizations other than Clearstream and Euroclear that are participants in the DTC system. Clearstream and Euroclear will hold interests in the Temporary Regulation S Global Notes and the Regulation S Global Notes on behalf of their participants through customers’ securities accounts in their respective accounts in their respective names on the books of their respective depositaries, which, in turn, will hold such interests in the Temporary Regulation S Global Notes and the Regulation S Global Notes in customers’ securities accounts in the depositaries’ names on the books of DTC. Investors may hold their interests in the Restricted Global Notes directly through DTC, if they are participants in such system, or indirectly through organizations (including Euroclear and Clearstream) which are participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear and Clearstream may also be subject to the procedures and requirements of such system.

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The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take action in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Payments of the principal of and interest on Global Notes will be made to DTC or its nominee as the registered owner thereof. Neither Asbury, the trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Asbury expects that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a Global Note representing any Notes held by it or its nominee, will immediately credit participants’ accounts with payment in amounts proportionate to their respective beneficial interests in the principal amount of such Notes as shown on the records of DTC or its nominee. Asbury also expects that payments by participants to owners of beneficial interests in such Global Notes held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described above, cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants on the other hand, will be effected by DTC in accordance with DTC rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received on Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

DTC has advised Asbury that it will take any action permitted to be taken by a Holder of notes (including the presentation of Notes for exchange as described below) only at the direction of one or more participants to whose account with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default (as defined below) under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its participants.

DTC has advised Asbury as follows:

DTC is

• a limited purpose trust company organized under the laws of the State of New York,

• a “banking organization” within the meaning of New York Banking law,

• a member of the Federal Reserve System,

• a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and

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• a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is partially owned by some of these participants or their representatives. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of Asbury, the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear and Clearstream, their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to, or payments made on account of, beneficial ownership interests in Global Notes.

Certain Definitions

Set forth below are certain defined terms used in each indenture. Reference is made to each indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“2021 Common Stock Offering” means the offering of shares of Asbury’s common stock in a concurrent public offering registered under the Securities Act pursuant to a Registration on Form S-3 and the related preliminary prospectus supplement, as filed with the SEC on or about November 1, 2021.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets outside the ordinary course of business; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Asbury and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of the indentures described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and

(2) the issuance of Equity Interests by any of Asbury’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries.

Notwithstanding the preceding, the following items will not be deemed to be Asset Sales:

(1) for purposes of the covenant described above under the caption “—Repurchase at the Option of the Holders—Asset Sales” only, any single transaction or series of related transactions that involves assets having a fair market value of less than $50.0 million;

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(2) a transfer of assets between or among Asbury and/or its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Subsidiary to Asbury or to a Restricted Subsidiary of Asbury;

(4) the sale or lease of inventory or accounts receivable in the ordinary course of business;

(5) the sale of obsolete or damaged or assets no longer useful in the business of Asbury and its Restricted Subsidiaries in the ordinary course of business;

(6) the sale or other disposition of cash or Cash Equivalents;

(7) the making of a Restricted Payment or Permitted Investment and any sale or leaseback transaction, in each case that is permitted by the indentures;

(8) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(9) the creation of Liens and dispositions in connection therewith;

(10) licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business;

(11) foreclosures on assets;

(12) the lease or sublease of any real or personal property in the ordinary course of business;

(13) any transfer constituting a taking, condemnation or other eminent domain proceeding;

(14) dispositions of receivables in connection with a sale or the compromise, settlement or collection thereof, whether in a bankruptcy or similar proceeding or otherwise;

(15) any disposition of cash or Cash Equivalents or the unwinding of any Hedging Obligations;

(16) any surrender, waiver or settlement of contract rights or the settlement, release or surrender of contract or tort claims; and

(17) dispositions of dealerships in order to comply with the terms of Asbury’s agreements with Manufacturers.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d) (3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the board of directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such

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lease may be terminated by the lease without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after the Issue Date) that would have been classified as an operating lease (including the amount of the liability in respect of the operating lease that would at such time be required to be reflected as a liability on a balance sheet) pursuant to GAAP as in effect on December 31, 2018 will be deemed not to represent a Capital Lease Obligation or Indebtedness.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition;

(3) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized and existing under the laws of the United States, or any state thereof, and which bank or trust company has capital and surplus aggregating in excess of $500.0 million and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s or S&P (or carrying an equivalent rating by another nationally recognized rating agency if both of such two rating agencies cease publishing ratings of investments) and maturing not more than 180 days after the date of acquisition;

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition;

(7) in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which that Subsidiary is organized or has its principal place of business which are similar to the items specified in clauses (1) through (6) above, including, without limitation, any deposit with a bank that is a lender to any Restricted Subsidiary of Asbury; and

(8) debt securities or other obligations, of which the obligor or its parent has debt that is rated either A- or higher by S&P or A3 or higher by Moody's.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Asbury and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

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(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Asbury, measured by voting power rather than number of shares; or

(3) Asbury consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, Asbury, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Asbury or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of Asbury outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance).

“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) consolidated interest expense of such Person and its Restricted Subsidiaries for such period whether or not capitalized ((i) including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations and (ii) excluding interest expense attributable to Indebtedness incurred under Floor Plan Facilities), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

(3) dividends on preferred stock to the extent included in the calculation of Fixed Charges for the relevant period; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(5) any expenses or charges related to the incurrence of Indebtedness permitted to be made under the indentures, including a repayment or refinancing thereof and any amendment or modification to the terms of any such Indebtedness (whether or not successful), or related to the offering of the notes; plus

(6) other non-cash charges reducing such Consolidated Net Income for such period (excluding any such non-cash expense to the extent that it represents an accrual of, or reserve, for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period); minus

(7) non-cash items increasing such Consolidated Net Income for such period (without giving effect to any exclusions contained in the proviso included in the definition of Consolidated Net Income), other than the accrual of revenue in the ordinary course of business.

in each case, on a consolidated basis and determined in accordance with GAAP, as calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

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“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income (or loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will not be included, except that such Net Income will be included to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;

(2) solely for the purposes of determining the amount available for Restricted Payments under clause 3(a) of the second paragraph “Certain Covenants—Restricted Payments,” the Net Income of any Restricted Subsidiary that is not a Guarantor will be excluded, to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) any gain or loss realized as a result of the cumulative effect of a change in accounting principles will be excluded;

(4) any non-cash asset impairment charge or goodwill impairment charge will be excluded;

(5) any non-cash compensation charge arising from the grant of or issuance of stock, stock options or other equity based awards will be excluded;

(6) any non-recurring or unusual gains or losses (including, but not limited to, any expenses relating to severance charges or costs relating to satisfying or settling legal, governmental or administrative matters) will be excluded;

(7) any gain or loss resulting from the disposal, abandonment, transfer or closure of discontinued operations or fixed assets (including, without limitation, any gain or loss on the sale or other disposition of dealerships) will be excluded; and

(8) any gain or loss from the early retirement or extinguishment of indebtedness (less all fees and expenses or charges related thereto) or from early lease termination will be excluded.

“Consolidated Net Tangible Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, in each case as calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio,” would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less all intangible assets, including, without limitation, goodwill, organization costs, patents, trademarks, copyrights, franchises and research and development costs.

“Consolidated Total Assets” of any Person means, as of any date, the amount which, in accordance with GAAP, in each case as calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio,” would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available.

“Consolidated Total Debt” of any Person means, as of any date, the sum of (1) the aggregate amount of all outstanding Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Capital Lease Obligations, Attributable Debt and debt obligations evidenced by bonds, notes, debentures or similar instruments or letters of credit (but excluding any Indebtedness under Floor Plan Facilities) plus (2) the aggregate amount of all outstanding Disqualified Stock of such Person and all preferred stock of its Restricted Subsidiaries, with the amount of such Disqualified Stock and preferred stock equal to the greater of their respective voluntary or involuntary liquidation preferences and their Maximum Fixed Repurchase Prices, in each case, determined on a consolidated basis in accordance with GAAP, in each case as calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio,” minus (3) the aggregate amount of cash and Cash Equivalents held in (x) accounts on the consolidated balance sheet of such Person and its Restricted Subsidiaries as of such date to the extent the use thereof for application to payment of Indebtedness is not prohibited by law or any contract to which any such Person is a party and (y) accounts established as an offset to floor plan notes payable on the consolidated balance sheet of such Person and its Restricted Subsidiaries as of such date.

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For purposes hereof, the “Maximum Fixed Repurchase Price” of any Disqualified Stock or preferred stock means the price at which such Disqualified Stock or preferred stock could be redeemed or repurchased by the issuer thereof in accordance with its terms or, if such Disqualified Stock or preferred stock cannot be so redeemed or repurchased, the fair market value of such Disqualified Stock or preferred stock (determined reasonably and in good faith by the board of directors of the issuer thereof), in each case, determined on any date on which Consolidated Total Debt shall be required to be determined.

“Consolidated Total Leverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Total Debt of such Person and its Restricted Subsidiaries as of the end of such period to Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period, in each case with such pro forma adjustments to Consolidated Total Debt and Consolidated Cash Flow as are appropriate, in each case as calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consolidated Secured Debt Ratio” as of any date of determination means the ratio of (1) (x) Consolidated Total Debt of Asbury and its Restricted Subsidiaries that is secured by a Lien minus (y) the aggregate amount of Cash Equivalents of the Company and its Restricted Subsidiaries determined on a consolidated basis as reflected on the consolidated balance sheet of Asbury and its Restricted Subsidiaries in accordance with GAAP, in each case with respect to clause (x) and (y) as of the most recently ended fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Consolidated Cash Flow of Asbury and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case, with such pro forma adjustments to Consolidated Total Debt and Consolidated Cash Flow as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.” For purposes of calculating the Consolidated Secured Debt Ratio with respect to any revolving Indebtedness Incurred under the Consolidated Secured Debt Ratio, the Company may elect, at any time (which election may not be changed with respect to such revolving Indebtedness), to either (x) give pro forma effect to the incurrence of the entire committed amount of such revolving Indebtedness, in which case such committed amount may thereafter be borrowed or reborrowed, in whole or in part, from time to time, without further compliance with the Consolidated Senior Secured Debt Ratio component of any provision under the indentures, or (y) give pro forma effect to the incurrence of the actual amount drawn under such revolving Indebtedness, in which case, the ability to incur the amounts committed to under such revolving Indebtedness will be subject to the Consolidated Secured Debt Ratio (to the extent being incurred pursuant to such ratio) at the time of each such incurrence.

“Covenant Defeasance” has the meaning set forth above under the caption “Legal Defeasance and Covenant Defeasance.”

“Credit Agreement” means collectively the Third Amended and Restated Credit Agreement, dated as of September 25, 2019, by and among Asbury Automotive Group, Inc., as Borrower, certain of its subsidiaries, as Vehicle Borrowers, Bank of America, N.A., as Administrative Agent, Revolving Swing Line Lender, New Vehicle Floorplan Swing Line Lender, Used Vehicle Floorplan Swingline Lender and an L/C Issuer, and the other lenders party thereto, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Co-Syndication Agents, Mercedes-Benz Financial Services USA LLC and Toyota Motor Credit Corporation, as Co-Documentation Agents, and BofA Securities, Inc., as Sole Lead Arranger and Sole Book Manager, as further amended, modified, renewed, refunded, replaced or refinanced or otherwise restructured in whole or in part from time to time, whether by the same or any other agent, lender or group of lenders.

“Credit Facility” or “Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), indentures, debt instruments, security documents and other related agreements or commercial paper facilities, in each case, as amended, extended, renewed, restated, supplemented, Refinanced, replaced or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions, or lenders or holders) from time to time.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Derivative Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the notes (other than a Regulated Bank or a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the notes and/or the creditworthiness of the Performance References.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by Asbury or any Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an officer’s certificate, setting forth the basis for such valuation, executed by the principal financial officer of Asbury, less the amount of

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cash or Cash Equivalents received in connection with a subsequent sale of or collection on or distribution relating to such Designated Non-cash Consideration.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event (other than any event solely within the control of the issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Asbury to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Asbury may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division shall be deemed a Division Successor upon the occurrence of such Division.

“Domestic Subsidiary” means any Restricted Subsidiary of Asbury that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Issuance” means any primary issuance of common stock of Asbury, other than issuances to a Subsidiary of Asbury.

“Existing Indebtedness” means the Indebtedness of Asbury and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and under Floor Plan Facilities) in existence on the Issue Date, until such amounts are repaid.

“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.

“Fixed Charges” means, with respect to any specified Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations (but excluding interest expense attributable to Indebtedness incurred under Floor Plan Facilities); plus

(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon to the extent such expense is reflected as an expense on the balance sheet of such Person in accordance with GAAP; plus

(4) the product of (a) all dividends whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Asbury (other

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than Disqualified Stock) or the applicable Restricted Subsidiary to Asbury or a Restricted Subsidiary of Asbury times (b) a fraction, the numerator of which is one and the denominator of which is one minus the effective combined federal, state and local tax rate of such Person for such period as specified by the chief financial officer of such Person in good faith, expressed as a decimal,

in each case, on a consolidated basis and in accordance with GAAP, in each case as calculated with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such four-quarter reference period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions and dispositions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis, including giving effect to any Pro Forma Cost Savings;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

For purposes of this definition, whenever pro forma effect is to be given to an acquisition or disposition of assets, the amount of income or earnings relating thereto and the amount of Fixed Charges associated with any Indebtedness incurred in connection therewith, the pro forma calculations shall be determined in good faith by the Chief Financial Officer of Asbury. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term in excess of 12 months; provided that any Hedging Obligation with a remaining term of less than 12 months shall be taken into account solely for the number of months remaining).

“Floor Plan Facility” means (i) the New Vehicle Floor Plan Facility (as defined in the Credit Agreement) or any such similar facility under the Credit Agreement, (ii) the Used Vehicle Floor Plan Facility (as defined in the Credit Agreement) or any such similar facility under the Credit Agreement and (iii) an agreement with any lending institution affiliated with a Manufacturer or any bank or asset-based lender under which Asbury or its Restricted Subsidiaries incur Indebtedness, all of the net proceeds of which are used to purchase, finance or refinance vehicles and/or vehicle parts and supplies to be sold in the ordinary course of the business of Asbury and its Restricted Subsidiaries and which may not be secured except by a Lien that does not extend to or cover any property other than property of the dealership(s) which use the proceeds of the Floor Plan Facility or other dealerships who have incurred Indebtedness from the same lender.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect as of the Issue Date; provided, that if any such accounting principle changes after the Issue Date, Asbury may, at its option, elect to employ such accounting principle as in effect on the Issue Date or (2) if elected by Asbury by

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written notice to the trustee in any accounting principles that are recognized as being generally accepted as set forth above which are in effect from time to time, in each case as in effect on the first date of the period for which Asbury makes such an election and thereafter as in effect from time to time; provided that in each case any such election, once made, shall be irrevocable. Notwithstanding any other provision contained in the indentures, the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of “Capital Lease Obligations.”

“Guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“Guarantors” means:

(1) each of Asbury’s Subsidiaries as of the Issue Date that executes the applicable indenture; and

(2) any other subsidiary that executes a Subsidiary Guarantee in accordance with the provisions of the indentures;

and, in each case, their respective successors and assigns.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) other agreements or arrangements of a similar character designed to protect such Person against fluctuations in interest rates.

“Holder” means the Person in whose name a note is registered on the registrar’s books.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; or

(2) the principal amount of the Indebtedness.

The amount of any Indebtedness represented by a Hedging Obligation as of any date will be equal to:

(1) zero if such Hedging Obligation has been incurred pursuant to clause (8) of the definition of “Permitted Debt”; or

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(2) the notional amount of such Hedging Obligation if not incurred pursuant to such clause.

In addition, for the purpose of avoiding duplication in calculating the outstanding principal amount of Indebtedness for purposes of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” Indebtedness arising solely by reason of the existence of a Lien to secure other Indebtedness permitted to be incurred under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” will not be considered incremental Indebtedness.

Indebtedness shall not include (w) the obligations of any Person (A) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and (B) under stand-by letters of credit to the extent collateralized by cash or Cash Equivalents, (x) Indebtedness that has been defeased or satisfied and discharged in accordance with the terms of the documents governing such Indebtedness, (y) any operating leases as such an instrument would be determined in accordance with GAAP on the Issue Date, and (z) in connection with the purchase by Asbury or any Restricted Subsidiary of any business, (1) customary indemnification obligations or (2) post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment is otherwise contingent; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 60 days thereafter. The payment of fees and premiums and additional payments with respect to Indebtedness and the realization of any Permitted Lien will not be deemed to be an incurrence of Indebtedness for purposes of each indenture.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Asbury or any Restricted Subsidiary of Asbury sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Asbury such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Asbury, Asbury will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by Asbury or any Restricted Subsidiary of Asbury of a Person that holds an Investment in a third Person will be deemed to be an Investment by Asbury or such Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants— Restricted Payments.”

Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

“Investment Grade Status” shall occur when the notes of a series receive the following:

(1) a rating of “BBB-” or higher from S&P (or the equivalent rating by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or organizations, as the case may be, selected by Asbury which shall be substituted for S&P); and

(2) a rating of “Baa3” or higher from Moody’s (or the equivalent rating by a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or organizations, as the case may be, selected by Asbury which shall be substituted for Moody’s).

“Issue Date” means , 2021.

“Legal Defeasance” has the meaning set forth above under the caption “—Legal Defeasance and Covenant Defeasance.”

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“LHM Acquisition” means the acquisition of all of the equity interests of, and the real property (the “LHM Real Estate

Business”) related to, the businesses of the Larry H. Miller Dealerships (the “LHM Dealership Business”) and Total Care Auto,

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Powered by Landcar (the “TCA Insurance Business” and together with the LHM Dealership Business and the LHM Real Estate Business, the “LHM Business”) pursuant to (i) the Purchase Agreement (the “Equity Purchase Agreement”) among Asbury and certain members of the Larry H. Miller Dealership family of entities dated September 28, 2021; (ii) the Real Estate Purchase and Sale Agreement (the “Real Estate Purchase Agreement”) between Asbury and the Miller Family Real Estate, L.L.C. dated September 28, 2021; (iii) the Purchase Agreement (the “Insurance Purchase Agreement” and, together with the Equity Purchase Agreement and the Real Estate Purchase Agreement, in each case, as in effect on the Issue Date, the “Acquisition Agreements”) among Asbury and certain equity owners of the Total Care Auto, Powered by Landcar (“TCA”) insurance business affiliated with the Dealership Entities, dated September 28, 2021; and (iv) the related agreements and transactions, as the Acquisition Agreements and such related agreements may be amended, supplemented or otherwise modified from time to time.

“Limited Condition Transaction” means (1) any acquisition (whether by merger, consolidation or other business combination or the acquisition of capital stock, Indebtedness or otherwise) or other Investment by Asbury or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (2) any repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or preferred stock with respect to which a notice of repayment (or similar notice) has been issued.

“Long Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/ or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

“Manufacturer” means a vehicle manufacturer which is party to a dealership or national framework franchise agreement with Asbury or a Restricted Subsidiary of Asbury.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgage Loans” mean (i) Indebtedness of Asbury or any Guarantor secured solely by Liens on real property used by Asbury or any Guarantor for the operation of a vehicle dealership, collision repair business or business ancillary thereto, together with related real property rights, improvements, fixtures (other than trade fixtures), insurance payments, leases and rents related thereto and proceeds thereof, (ii) revolving real estate acquisition and construction lines of credit and related mortgage refinancing facilities of Asbury or any Guarantor and (iii) Indebtedness (a) secured solely by real property, fixtures, related real property rights, related contracts and proceeds of the foregoing, owned by Asbury or any Guarantor, and (b) for which no Person other than the obligor of such Indebtedness, the Company or any Subsidiary which is an obligor has any liability with respect to such Indebtedness, so long as (x) the aggregate amount of all such Indebtedness outstanding at any time shall not exceed eighty-five percent (85%) of the value of the real property securing such Indebtedness and (y) the amount of any such Indebtedness relating to a particular parcel of real property shall not exceed one hundred percent (100%) of the value of such parcel securing such Indebtedness, in each case, as amended, extended, renewed, restated, supplemented, Refinanced, replaced or otherwise modified from time to time.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (or loss), together with any related provision for taxes on such gain (or loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries;

(2) non-cash impairment charges or non-cash asset write-offs or write-downs; and

(3) any extraordinary gain (or loss), together with any related provision for taxes on such extraordinary gain (or loss).

“Net Proceeds” means the aggregate cash proceeds received by Asbury or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, but only as and when received), in each case net of:

(1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, recording fees, title transfer fees, appraiser fees and any relocation expenses incurred as a result of the Asset Sale;

(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements;

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(3) amounts required to be applied to the permanent repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale;

(4) all pro rata distributions and other pro rata payments required to be made to minority interest holders in Restricted Subsidiaries of Asbury or joint ventures as a result of such Asset Sale; and

(5) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“Net Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to Asbury or any Guarantor immediately prior to such date of determination.

“New Real Estate Facility” means a new real estate term loan credit agreement by and among Asbury, Bank of America, N.A. and the various financial institutions party thereto, as lenders, and certain of Asbury’s subsidiaries that own or lease the real estate financed thereunder, as borrowers, providing for term loans in an aggregate amount not to exceed approximately $775 million, as further amended, modified, renewed, refunded, replaced or refinanced or otherwise restructured in whole or in part from time to time, whether by the same or any other agent, lender or group of lenders.

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither Asbury nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender; and

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Asbury or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Pari Passu Indebtedness” means, with respect to any Person, the notes (in the case of Asbury), the Subsidiary Guarantees (in the case of a Guarantor) and any other Indebtedness of such Person that either specifically provides that such Indebtedness is to rank pari passu with the notes or such Subsidiary Guarantee, as the case may be, in right of payment or is not otherwise subordinated by its terms in right of payment to the notes or the Subsidiary Guarantees, as the case may be.

“Performance References” means Asbury or any one or more of the Guarantors.

“Permitted Business” means any business that derives a majority of its revenues from the businesses engaged in by Asbury and its Restricted Subsidiaries on the Issue Date and/or activities that are reasonably similar, ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which Asbury and its Restricted Subsidiaries are engaged on the Issue Date, and which for avoidance of doubt includes LHM Business.

“Permitted Investments” means:

(1) any Investment in Asbury or in a Restricted Subsidiary of Asbury;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by Asbury or any Restricted Subsidiary of Asbury in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of Asbury; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Asbury or a Restricted Subsidiary of Asbury;

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(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale (or sales or other dispositions of assets not constituting an Asset Sale) that was made pursuant to and in compliance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(5) any Investment to the extent made in exchange for or net cash proceeds from the issuance of Equity Interests (other than Disqualified Stock) of Asbury;

(6) Hedging Obligations;

(7) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits;

(8) transactions with officers, directors and employees of Asbury or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation, employee benefit or indemnity arrangements with any such officer, director or employee) and consistent with past business practices;

(9) any Investment consisting of Indebtedness (including a Guarantee of Indebtedness) permitted under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” above;

(10) Investments consisting of non-cash consideration received in the form of securities, notes or similar obligations in connection with dispositions of assets permitted pursuant to the indentures;

(11) advances, loans or extensions of credit to suppliers in the ordinary course of business by Asbury or any of its Restricted Subsidiaries;

(12) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

(13) loans and advances to employees made in the ordinary course of business not to exceed $10.0 million in the aggregate at any one time outstanding;

(14) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(15) Investments in any Person to the extent such Investment existed on the Issue Date and any Investment that replaces, refinances or refunds such an Investment; provided that the new Investment is in an amount that does not exceed that amount replaced, refinanced or refunded and is made in the same Person as the Investment replaced, refinanced or refunded;

(16) trade receivables and prepaid expenses, in each case arising in the ordinary course of business; provided that such receivables and prepaid expenses would be recorded as assets in accordance with GAAP;

(17) Investments having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause (17) since the Issue Date, not to exceed the greater of $225.0 million and 3.0% of Consolidated Total Assets as of the date of such Investment, plus, to the extent such other Investments pursuant to this clause (17) are made by Asbury or any of its Restricted Subsidiaries and such Investment is sold or otherwise liquidated or repaid, purchased or redeemed an amount equal to the lesser of (i) such cash and/or fair market value of property received (less the cost of disposition, if any) and (ii) the amount of such Investment; and

(18) Investments in Unrestricted Subsidiaries and joint ventures, not to exceed the greater of $150.0 million and 2.0% of Consolidated Total Assets at the time of such investment, at any one time outstanding.

“Permitted Liens” means:

(1) Liens securing (x) Indebtedness Incurred pursuant to clause (1) of the second paragraph of the covenant described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and (y) any other Indebtedness permitted to be Incurred under the applicable indenture if, as of the date such Indebtedness was

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Incurred, and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Consolidated Secured Debt Ratio of Asbury does not exceed 2.0 to 1.00;

(2) Liens upon any property or assets of Asbury or any of its Restricted Subsidiaries, owned on the Issue Date or thereafter acquired or that may be acquired, which secures any Indebtedness that ranks pari passu with or subordinate to the notes; provided that:

(a) if such Lien secures Indebtedness which is pari passu with the notes, the notes are secured on an equal and ratable basis with the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien, or

(b) if such Lien secures Indebtedness which is subordinated to the notes, any such Lien shall be subordinated to a Lien granted to the holders of the notes in the same collateral as that securing such Lien to the same extent as such subordinated Indebtedness is subordinated to the notes;

(3) Liens in favor of Asbury or any of its Restricted Subsidiaries;

(4) Liens on property or shares of stock of a Person existing at the time such Person is merged with or into or consolidated with Asbury or any Subsidiary of Asbury; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Asbury or the Subsidiary;

(5) Liens on property existing at the time of acquisition of the property by Asbury or any Subsidiary of Asbury; provided that such Liens were in existence prior to the contemplation of such acquisition;

(6) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(7) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clauses (5) or (15) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with such Indebtedness;

(8) (i) Liens existing on the Issue Date and (ii) Liens to secure Indebtedness permitted to be incurred pursuant to clause (2)(ii) and clause (4) of the second paragraph of the covenant entitled “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

(9) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(10) Liens incurred by Asbury or any Restricted Subsidiary of Asbury with respect to obligations that do not exceed the greater of $200.0 million and 2.75% of Consolidated Total Assets, as of the date of such incurrence, at any one time outstanding;

(11) zoning restrictions, easements, rights-of-way, restrictions on the use of real property, other similar encumbrances or real property incurred in the ordinary course of business and minor irregularities of title to real property that do not (a) secure Indebtedness or (b) individually or in the aggregate materially impair the value of the real property affected thereby or the occupation, use and enjoyment in the ordinary course of business of Asbury and the Restricted Subsidiaries at such real property;

(12) Liens created by or resulting from any litigation or other proceedings or resulting from operation of law with respect to any judgments, awards or orders to the extent that such litigation, other proceedings, judgments, awards or orders do not cause or constitute an Event of Default;

(13) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by Asbury or any Restricted Subsidiary in accordance with the provisions of the indentures in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management

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and operating account arrangements; provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(14) Liens securing Hedging Obligations of the type permitted by clause (8) of the definition of “Permitted Debt”;

(15) Liens securing Indebtedness of a Restricted Subsidiary owed to and held by Asbury or a Restricted Subsidiary;

(16) Liens in the form of licenses, leases or subleases on any asset incurred by Asbury or any Restricted Subsidiary, which licenses, leases or subleases do not interfere, individually or in the aggregate, in any material respect with the business of Asbury or such Restricted Subsidiary and is incurred in the ordinary course of business; and

(17) Liens to secure any Permitted Refinancing Indebtedness as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses 1 (y), (4), (5) or (8) and this clause (17); provided, however, that such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property).

For purposes of determining compliance with this definition, a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition, but may be incurred under any combination of such categories (including in part under one such category and in part under any such other category) and, in the event that a Lien (or portion thereof) meets the criteria of one or more such categories of Permitted Liens, the Company shall, in its sole discretion, classify or may thereafter reclassify such Lien (or any portion thereof) in any manner that complies with this definition.

“Permitted Refinancing Indebtedness” means any Indebtedness of Asbury or any of its Restricted Subsidiaries issued to Refinance other Indebtedness of Asbury or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being Refinanced (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being Refinanced;

(3) if the Indebtedness being Refinanced is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the Holders of notes as those contained in the documentation governing the Indebtedness Refinanced; and

(4) such Indebtedness is incurred either by Asbury or by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Pro Forma Cost Savings” means, with respect to any period, the amount of “run rate” cost savings, synergies and operating expense reductions projected in good faith by the Chief Financial Officer of Asbury to result from actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than eighteen months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period for which Consolidated Cash Flow is being determined and if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions, in each case during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date; provided that such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable in the good faith judgment of the Chief Financial Officer of Asbury (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken); provided, further, that such cost savings, operating expense reductions and synergies during any four-quarter reference period shall not exceed 25% of Consolidated Cash Flow for such period prior to giving effect to any such cost savings, operating expense reductions or synergies.

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“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the Notes for reasons outside of Asbury’s control, a nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) selected by Asbury or any parent of Asbury as a replacement agency for Moody’s or S&P, as the case may be.

“Ratings Decline Period” means the period that (i) begins on the earlier of (a) a Change of Control or (b) the first public

notice of the intention by Asbury to affect a Change of Control and (ii) ends 60 days following the consummation of such Change of Control; provided that such period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies.

“Ratings Event” means (x) a downgrade by one or more gradations (including gradations within ratings categories as well

as between categories) or withdrawal of the rating of the Notes within the Ratings Decline Period by one or more Rating Agencies and (y) the Notes do not have an Investment Grade Status from any Rating Agency.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or

retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Regulated Bank” means a commercial bank with a consolidated combined capital and surplus of at least $500,000,000 that is (i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory authority in any jurisdiction.

“Replacement Assets” means (x) properties and assets (other than cash or any Capital Stock or other security) that will be used in a Permitted Business of Asbury and its Restricted Subsidiaries or (y) Capital Stock of any Person that will become on the date of acquisition thereof a Restricted Subsidiary as a result of such acquisition and that is involved principally in Permitted Businesses.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor to its rating agency business.

“Screened Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to Asbury or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the notes.

“Secured Indebtedness” means any Indebtedness of Asbury or any of its Restricted Subsidiaries secured by a Lien.

“Short Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such Regulation is in effect on the Issue Date.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

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“Subsidiary” means, with respect to any specified Person:

(1) any corporation, limited liability company, association or other business entity whether now existing or hereafter formed or acquired of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership whether now existing or hereafter formed or acquired (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Subsidiary Guarantee” means a Guarantee by a Guarantor of Asbury’s obligations with respect to the notes. “Transactions” means, collectively, the issuance of the notes, the 2021 Common Stock Offering, the additional

borrowings in connection with the LHM Acquisition and the use of the proceeds therefrom, together with cash on hand, to consummate the LHM Acquisition.

“Unrestricted Subsidiary” means any Subsidiary of Asbury that is designated by the Board of Directors as an

Unrestricted Subsidiary pursuant to a Board Resolution and any Subsidiary of an Unrestricted Subsidiary, but only to the extent that such Subsidiary:

(1) other than in connection with addressing regulatory requirements or meeting capital thresholds, or for similar purposes, has no Indebtedness other than Non-Recourse Debt; and

(2) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Asbury or any of its Restricted Subsidiaries.

Any designation of a Subsidiary of Asbury as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving effect to such designation and an officers’ certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indentures and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Asbury as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” Asbury will be in default of such covenant. The Board of Directors of Asbury may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Asbury of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one- twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

This section summarizes the material United States federal income tax consequences to holders relating to the purchase, ownership and disposition of the Notes offered pursuant to this offering. This summary deals only with Notes that are held as capital assets (generally, property held for investment) by beneficial owners of Notes who purchase Notes upon their initial issuance at the Notes’ “issue price” (which is the first price at which a substantial amount of the Notes is sold for cash to investors, excluding sales to the bond houses, brokers or to similar persons acting in the capacity of underwriters, placement agents or wholesalers). This section is based upon the Internal Revenue Code of 1986, as amended (the “Code”), judicial decisions, final, temporary and proposed Treasury regulations, published rulings and other administrative pronouncements as of the date of this offering memorandum, changes to any of which subsequent to the date of this offering memorandum may affect the tax consequences described herein, possibly with retroactive effect.

This summary does not address the tax considerations arising under the laws of any foreign, state or local jurisdiction or any U.S. federal tax law other than U.S. federal income tax law (such as estate and gift tax law). In addition, this discussion does not address all tax considerations that may be applicable to holders’ particular circumstances (such as the effects of rules requiring certain holders to accelerate the recognition of any item of gross income as a result of such income being recognized on an applicable financial statement) or to holders that are subject to special rules, including:

• a dealer in securities;

• a trader in securities that elects to use a mark-to-market method of accounting for such trader’s securities holdings;

• a broker;

• a tax-exempt entity;

• an insurance company;

• a person that holds Notes as part of a straddle, hedge, conversion or other integrated transaction;

• a U.S. Holder (as defined herein) whose functional currency is not the U.S. dollar;

• a bank or other financial institution;

• a regulated investment company;

• a real estate investment trust;

• a former citizen or permanent resident of the United States;

• a controlled foreign corporation;

• a passive foreign investment company;

• a partnership or other pass-through entity or investor therein; and

• a holder subject to the alternative minimum tax.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of Notes that is, or is treated for U.S. federal income tax purposes as:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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• a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of Notes (other than an entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder. If any entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes holds Notes, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership.

Please consult your tax advisor as to the particular tax consequences to you of purchasing, holding and disposing of Notes in your particular circumstances under the Code and the laws of any other taxing jurisdiction.

Additional Amounts

In certain circumstances (see “The Description of the Notes—Repurchase at the Option of Holders—Change of Control” and “Description of the Notes—Registration Rights; Special Interest”), we may be obligated to pay amounts in excess of stated interest or principal on the Notes. According to Treasury regulations related to “contingent payment debt instruments,” the possibility that any such payments in excess of stated interest and principal will be made will not affect the amount of interest income a U.S. Holder recognizes if as of the date the Notes were issued such possibility is “remote” or the excess amount is considered to be “incidental.” We intend to take the position that the possibility of the prospective payment of such additional amounts is a “remote” and/or “incidental” contingency, and this discussion assumes that our position will be respected. Therefore, we do not intend to treat the potential payment of these amounts as part of the yield to maturity of any Notes. Our determination that these contingencies are remote and/or incidental is binding on a U.S. Holder unless such holder discloses its contrary position in the manner required by applicable Treasury regulations. Our determination is not, however, binding on the Internal Revenue Service (the “IRS”), and if the IRS were to challenge this determination, a U.S. Holder might be required to accrue income on its Notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of a Note.

Consequences to U.S. Holders

Interest

Payments of stated interest on the Notes generally will be taxable to a U.S. Holder as ordinary income at the time that such payments are received or accrued, in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes. It is expected, and this discussion assumes, that the Notes will be issued at par or at a discount that is de minimis for U.S. federal income tax purposes.

Sale or Other Taxable Disposition of the Notes

A U.S. Holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a Note equal to the difference between the amount realized upon the disposition (less any portion allocable to accrued and unpaid interest, which will be taxed as interest, to the extent not previously included in income, as discussed under the heading “—Interest,” above) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will be the U.S. Holder’s cost therefor. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. Holder has held the Note for more than one year at the time of sale or other taxable disposition. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Surtax on Net Investment Income

A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% surtax on the lesser of (1) the U.S. Holder’s “net investment income” for the relevant taxable year or (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000 depending on the individual’s circumstances). A U.S. Holder’s net investment income generally will include its gross interest income and its net gains from the disposition of the Notes, unless such interest payments or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder that is an individual, estate, or trust, you are urged to consult your tax advisors regarding the applicability of the surtax to your income and gains in respect of your investment in the Notes.

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Backup Withholding and Information Reporting

A U.S. Holder may be subject to information reporting and backup withholding (currently at a rate of 24%) when such holder receives interest and principal payments on the Notes, or upon the proceeds received upon the sale or other disposition of such Notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to backup withholding. A U.S. Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and:

• such holder fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;

• such holder furnishes an incorrect TIN;

• the applicable withholding agent is notified by the IRS that such holder has failed to properly report payments of interest or dividends; or

• such holder fails to certify on IRS Form W-9, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the U.S. Holder that it is subject to backup withholding.

U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. Backup withholding is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund provided they timely provide certain information to the IRS.

Consequences to Non-U.S. Holders

Interest

Subject to the discussion below concerning backup withholding and the discussion below concerning FATCA, payments of interest on a Note to Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax, provided that the holder certifies its nonresident status as described below, and:

• such payments are not effectively connected with such holder’s conduct of a U.S. trade or business (or, in the case of an applicable tax treaty, are not attributable to a “permanent establishment” or “fixed base” maintained by the Non-U.S. Holder in the U.S.);

• such holder does not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury regulations; and

• such holder is not a controlled foreign corporation that is related, directly or indirectly, to us and is not a bank that received such Notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business.

A Non-U.S. Holder can meet the certification requirement by providing a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, to us or our paying agent prior to any payment on or with respect to the Notes. If the Non-U.S. Holder holds the Notes through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to the agent. The Non-U.S. Holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries.

If the Non-U.S. Holder cannot satisfy the requirements described above, payments of interest will be subject to U.S. federal withholding tax at a rate of 30% unless a tax treaty applies or the interest payments are effectively connected with the conduct of a U.S. trade or business (as discussed below). If a tax treaty applies to you, you may be eligible for a reduced rate of withholding. In order to claim any exemption from or reduction in the 30% withholding tax, a Non-U.S. Holder must generally provide a properly executed (i) IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable claiming a reduction of, or an exemption from, withholding under an applicable tax treaty or (ii) IRS Form W-8ECI stating that such payments are not subject to withholding tax because they are effectively connected with the holder’s conduct of a trade or business in the United States.

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Interest Effectively Connected with a U.S. Trade or Business

If a Non-U.S. Holder is engaged in a trade or business in the United States (or, if an applicable tax treaty requires, if a Non-U.S. Holder maintains a “permanent establishment” or “fixed base” within the United States) and interest on the Notes is effectively connected with the conduct of such trade or business (or, if an applicable tax treaty requires, attributable to such “permanent establishment” or “fixed base”), a Non-U.S. Holder will be subject to U.S. federal income tax (but not withholding tax assuming a properly executed Form W-8ECI has been provided) on such interest on a net income basis in generally the same manner as if the holder was a U.S. person. In addition, in certain circumstances, a corporate Non-U.S. Holder may be subject to a 30% branch profits tax (or applicable lower tax treaty rate, provided certain certification requirements are met).

Sale or Other Disposition of Notes

Except as described below and subject to the discussion below regarding backup withholding and the discussion below regarding FATCA, any gain realized on the sale, redemption or other taxable disposition of a Note will generally not be subject to U.S. federal income tax unless:

• such gain is effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (or, where an applicable tax treaty so provides, is attributable to a U.S. “permanent establishment” or “fixed base” maintained by such holder); or

• such gain is realized by an individual Non-U.S. Holder who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

A Non-U.S. Holder described in the first bullet point above generally will be required to pay U.S. federal income tax on the net gain derived from the sale or other taxable disposition in the same manner as if the non-U.S. Holder were a U.S. Holder, and if the Non-U.S. Holder is a corporation, it may also be required to pay an additional branch profits tax at a rate of 30% (or, if applicable, a lower treaty rate) on its effectively connected earnings and profits, subject to adjustments. A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or, if applicable, a lower treaty rate) on the gain derived from the sale or other taxable disposition, which may be offset by certain U.S. source capital losses, even though the Non-U.S. Holder is not considered a resident of the United States, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Amounts paid on a sale, redemption or other taxable disposition of a Note which represent accrued but unpaid interest are taxed as interest as discussed under the heading “—Interest,” above.

Backup Withholding and Information Reporting

Unless you are an exempt recipient, such as a corporation, interest and principal payments on the Notes and the proceeds received from a sale or other disposition of Notes may be subject to information reporting and may also be subject to U.S. federal backup withholding if you fail to comply with applicable U.S. information reporting or certification requirements. The certification procedures required to claim the exemption from withholding tax on interest described under the heading “—Interest” above generally will satisfy the certification requirements necessary to avoid backup withholding tax as well. In any event, information returns are required to be filed with the IRS in connection with any interest paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld.

Backup withholding is not an additional tax. Any amounts so withheld under the backup withholding rules may be allowed as a credit against a Non-U.S. Holder’s U.S. federal income tax liability or may be claimed as a refund provided the holder furnishes the required information to the IRS.

FATCA

Pursuant to the Foreign Account Tax Compliance Act, or “FATCA,” foreign financial institutions (which term includes most foreign banks, hedge funds, private equity funds, mutual funds, securitization vehicles and other investment vehicles) and certain other foreign entities generally must comply with certain information reporting rules with respect to their U.S. account holders and investors or be subject to withholding tax on U.S.-source payments made to them (whether received as a beneficial owner or as an intermediary for another party). A foreign financial institution or such other foreign entity that does not comply with the FATCA reporting requirements will generally be subject to a 30% withholding tax with respect to any “withholdable payments.” For this purpose, withholdable payments generally include U.S.-source payments otherwise subject to nonresident withholding tax (e.g., U.S.-source interest) and also (subject to the proposed Treasury Regulations discussed below) include the entire gross proceeds from the

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sale or other disposition of any debt instruments of U.S. issuers. However, the IRS recently issued proposed Treasury regulations that would eliminate the application of this regime with respect to payments of gross proceeds (but not interest). Pursuant to these proposed Treasury regulations, the Issuer and any other applicable withholding agent may (but are not required to) rely on this proposed change to FATCA withholding until final regulations are issued or until such proposed Treasury regulations are rescinded. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

We will not pay any additional amounts to Non-U.S. Holders in respect of any amounts withheld, including pursuant to FATCA. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Non-U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of the FATCA provisions to them based on their particular circumstances.

The preceding discussion of material United States federal income tax consequences is general information only and is not tax advice. Accordingly, you should consult your tax advisor as to the particular tax consequences to you of purchasing, holding or disposing of Notes, including the applicability and effect of any state, local or non-U.S. tax laws, and of any changes or proposed changes in applicable law.

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NOTICE TO INVESTORS

The offer and sale of the Notes of each series have not been, and will not be, registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered only (a) to persons reasonably believed to be qualified institutional buyers (“QIBs”), in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (b) outside the United States to persons other than U.S. persons in reliance upon Regulation S under the Securities Act.

Each purchaser of the Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to, and agreed with us, the guarantors and the initial purchasers as follows:

(1) It understands and acknowledges that the offer and sale of the Notes of each series have not been, and will not be, registered under the Securities Act or any other applicable securities law, the Notes are being offered for resale in transactions not requiring registration under the Securities Act or any other securities laws, including sales pursuant to Rule 144A under the Securities Act, and none of the Notes may be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities law, pursuant to an exemption therefrom or in a transaction not subject thereto and, in each case, in compliance with the conditions for transfer set forth in paragraph (5) below.

(2) It acknowledges that this offering memorandum relates to an offering that is exempt from registration under the Securities Act.

(3) It is not an “affiliate,” as defined in Rule 144 under the Securities Act, of us, or acting on our behalf and it is either:

(a) a QIB and is aware that any sale of the Notes to it will be made in reliance on Rule 144A, and such acquisition will be for its own account or for the account of another QIB; or

(b) an institution that, at the time the buy order for the Notes is originated, was outside the United States and was not a U.S. Person (and was not purchasing for the account or benefit of a U.S. Person) within the meaning of Regulation S under the Securities Act (an “Initial Foreign Purchaser”) and is purchasing the Notes in an offshore transaction pursuant to Regulation S under the Securities Act.

(4) It acknowledges that neither we, the guarantors, the initial purchasers nor any person representing us, the guarantors or the initial purchasers has made any representation to it with respect to us, the guarantors or the offering or sale of any Notes, other than the information contained in this offering memorandum, which offering memorandum has been delivered to it. Accordingly, it acknowledges that no representation or warranty is made by the initial purchasers as to the accuracy or completeness of such materials. It has had access to such financial and other information as it has deemed necessary in connection with its decision to purchase any of the Notes, including an opportunity to ask questions of and request information from us, the guarantors and the initial purchasers, and it has received and reviewed all information that was requested.

(5) It is purchasing the Notes for its own account, or for one or more investor accounts for which it is acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirement of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell such Notes pursuant to Rule 144A or any exemption from registration available under the Securities Act.

It agrees on its own behalf and on behalf of any investor account for which it is purchasing the Notes, and each subsequent holder of the Notes by its acceptance thereof will agree, to offer, sell or otherwise transfer such Notes prior to the date which is one year after the later of the date of the original issue of the Notes and the last date on which the Company or any of its affiliates were the owner of such Notes (the “Resale Restriction Termination Date”) only (a) to us or any of our subsidiaries, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) for so long as the Notes are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of its property or the property of such

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investor account or accounts be at all times within its or their control and to compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. Each purchaser acknowledges that we and the trustee under the indentures reserve the right prior to any offer, sale or other transfer pursuant to clause (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act or (e) prior to the Resale Restriction Termination Date of the Notes to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to us and the trustee.

Each purchaser acknowledges that each certificate representing a note will contain a legend substantially to the following effect:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

(6) If it is (i) a purchaser in a sale that occurs outside the United States within the meaning of Regulation S under the Securities Act, or (ii) a “distributor,” “dealer” or person “receiving a selling concession, fee or other remuneration” in respect of Notes sold, prior to the expiration of the applicable “distribution compliance period” (as defined herein), it acknowledges that until the expiration of such “distribution compliance period” any offer or sale of the Notes shall not be made by it to a U.S. Person or for the account or benefit of a U.S. person within the meaning of Rule 902(k) of the Securities Act. The “distribution compliance period” means the 40-day period following the issue date for the Notes.

(7) If it is an Initial Foreign Purchaser, it acknowledges that, until the expiration of the “distribution compliance period” described above, it may not, directly or indirectly, refer, resell, pledge or otherwise transfer a note or any interest therein except to a person who certifies in writing to the applicable transfer agent that such transfer satisfies, as applicable, the requirements of the legends described above and that the Notes will not be accepted for registration of any transfer prior to the end of the applicable “distribution compliance period” unless the transferee has first complied with the certification requirements described in this paragraph.

(8) It acknowledges that we, the guarantors, the initial purchasers and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that if any of the acknowledgments, representations, warranties and agreements deemed to have been made by its purchase of the Notes are no longer accurate, it shall promptly notify the Company and the initial purchasers. If it is acquiring any Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such investor account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such investor account.

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Each purchaser, by its purchase of the Notes, shall be deemed to have represented and covenanted that either (A) the purchaser is not acquiring or holding the Notes for or on behalf of (i) any pension, profit sharing or other employee benefit plan (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or ERISA), that is subject to Title I of ERISA, (ii) a plan as defined in section 4975 of the Internal Revenue Code, (iii) any entity that is deemed to hold the assets of any plans described above in subsections (i) or (ii), or (iv) any foreign plan, governmental plan (as defined in section 3(32) of ERISA) or church plan (as defined in section 3(33) of ERISA) that is subject to any federal, state, local or foreign law or regulation that is substantially similar to ERISA or section 4975 of the Internal Revenue Code, or similar law) (collectively, the plan and entities described in subsections (i) through (iv) above are referred to herein as “Plans” or “Plan” if referred to individually), or (B) the purchase and holding of the Notes for or on behalf of a Plan are exempt from the prohibited transaction restrictions of section 406 of ERISA and section 4975 if the Internal Revenue Code (or in the case of a foreign plan, governmental plan or church plan that is subject to similar law, exempt from the provisions of such similar laws), pursuant to one or more applicable statutory or administrative exemptions.

A TRANSFER OF ANY NOTES BEARING A RESTRICTED LEGEND DURING THE TIME WHEN A REGISTRATION STATEMENT IS EFFECTIVE WITH RESPECT TO SUCH SECURITY MUST BE MADE PURSUANT TO SUCH REGISTRATION STATEMENT, AND THE TRANSFEROR MUST DELIVER TO THE TRUSTEE A CERTIFICATE SET FORTH IN THE INDENTURES AS TO COMPLIANCE WITH CERTAIN CONDITIONS TO TRANSFER.

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PLAN OF DISTRIBUTION

BofA Securities, Inc. and J.P. Morgan Securities LLC., are acting as representatives of each of the initial purchasers named below. Subject to the terms and conditions set forth in the purchase agreement among the Company and the initial purchasers, we have agreed to sell to the initial purchasers, and each of the initial purchasers has agreed, severally and not jointly, to purchase from us, the principal amount of the 2029 Notes and the 2032 Notes set forth opposite its name below.

Initial purchaser

Principal Amount of 2029

Notes

Principal Amount of 2032

Notes

BofA Securities, Inc. .......................................................................................... $ $ J.P. Morgan Securities LLC ............................................................................... Wells Fargo Securities, LLC .............................................................................. U.S. Bancorp Investments, Inc. .......................................................................... Comerica Securities, Inc. ................................................................................... Santander Investment Securities Inc. .................................................................

Total .......................................................................................................... $ $

Subject to the terms and conditions set forth in the purchase agreement, the initial purchasers have agreed, severally and not jointly, to purchase all of the Notes sold under the purchase agreement if any of these Notes are purchased. If an initial purchaser defaults, the purchase agreement provides that the purchase commitments of the nondefaulting initial purchasers may be increased or the purchase agreement may be terminated.

We have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make in respect of those liabilities.

Commissions and Discounts

The representatives have advised us that the initial purchasers propose initially to offer each series of Notes at the offering price set forth on the cover page of this offering memorandum. After the initial offering, the offering price or any other term of the offering may be changed. The initial purchasers may offer and sell Notes through certain of their affiliates.

Notes Are Not Being Registered

The Notes have not been registered under the Securities Act or any state securities laws. The initial purchasers propose to offer the Notes for resale in transactions not requiring registration under the Securities Act or applicable state securities laws, including sales pursuant to Rule 144A and Regulation S. The initial purchasers will not offer or sell the Notes except to persons they reasonably believe to be qualified institutional buyers or pursuant to offers and sales to non-U.S. persons that occur outside of the United States within the meaning of Regulation S. In addition, until 40 days following the commencement of this offering, an offer or sale of Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act unless the dealer makes the offer or sale in compliance with Rule 144A or another exemption from registration under the Securities Act. Each purchaser of the Notes will be deemed to have made acknowledgments, representations and agreements as described under “Notice to Investors.”

New Issue of Notes

The Notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Notes on any national securities exchange or for inclusion of the Notes on any automated dealer quotation system. We have been advised by certain of the initial purchasers that they presently intend to make a market in the Notes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the Notes. If an active trading market for the Notes does not develop, the market price and liquidity of the Notes may be adversely affected. If the Notes are traded, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance and financial condition, general economic conditions and other factors.

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Settlement

We expect that delivery of the Notes will be made to investors on or about , 2021, which will be the business day following the date of this offering memorandum (such settlement being referred to as “T+ ”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the delivery of the Notes hereunder will be required, by virtue of the fact that the Notes initially settle in T+ , to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.

No Sales of Similar Securities

We have agreed that we will not, for a period of sixty (60) days after the date of this offering memorandum, without first obtaining the prior written consent of BofA Securities, Inc. and J.P. Morgan Securities LLC, directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or otherwise dispose of, any debt securities or securities exchangeable for or convertible into debt securities, except for the Notes sold to the initial purchasers pursuant to the purchase agreement.

Short Positions

In connection with the offering, the initial purchasers may purchase and sell the Notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the initial purchasers of a greater principal amount of Notes than they are required to purchase in the offering. The initial purchasers must close out any short position by purchasing Notes in the open market. A short position is more likely to be created if the initial purchasers are concerned that there may be downward pressure on the price of the Notes in the open market after pricing that could adversely affect investors who purchase in the offering.

Similar to other purchase transactions, the initial purchasers’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the Notes or preventing or retarding a decline in the market price of the Notes. As a result, the price of the Notes may be higher than the price that might otherwise exist in the open market.

Neither we nor any of the initial purchasers make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, neither we nor any of the initial purchasers make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. This offering memorandum has been prepared on the basis that any offer of the Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. This offering memorandum is not a prospectus for the purposes of the Prospectus Regulation.

In connection with the offering, the initial purchasers are not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing the protections afforded to their clients nor for providing advice in relation to the offering.

The above selling restriction is in addition to any other selling restrictions set out below.

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Notice to Prospective Investors in the United Kingdom

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently no key information document required by Regulation (EU) 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This offering memorandum has been prepared on the basis that any offer of Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation and the FSMA from the requirement to publish a prospectus for offers of Notes. This offering memorandum is not a prospectus for the purposes of the UK Prospectus Regulation or the FSMA.

In connection with the offering, the initial purchasers are not acting for anyone other than the issuer and will not be responsible to anyone other than the issuer for providing the protections afforded to their clients nor for providing advice in relation to the offering.

This document is for distribution only to persons who (i) have professional experience in matters relating to investments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Notice to Prospective Investors in Switzerland

This offering memorandum does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations and the Notes will not be listed on the SIX Swiss Exchange. Therefore, this offering memorandum may not comply with the disclosure standards of the listing rules (including any additional listing rules or prospectus schemes) of the SIX Swiss Exchange. Accordingly, the Notes may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors who do not subscribe to the Notes with a view to distribution. Any such investors will be individually approached by the initial purchasers from time to time.

Notice to Prospective Investors in the Dubai International Financial Centre

This offering memorandum relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This offering memorandum is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this offering memorandum nor taken steps to verify the information set forth herein and has no responsibility for the offering memorandum. The Notes to which this offering memorandum relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Notes offered should conduct their own due diligence on the Notes. If you do not understand the contents of this offering memorandum you should consult an authorized financial advisor.

Notice to Prospective Investors in Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant

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Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Hong Kong

The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance and any rules made thereunder.

Notice to Prospective Investors in Singapore

This offering memorandum has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Notification under Section 309B(1)(c) of the SFA—The issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Notice to Prospective Investors in Australia

Neither this offering memorandum nor any disclosure document (as defined in the Corporations Act 2001 of the Commonwealth of Australia (the “Australian Corporations Act”)) in relation to the Notes has been or will be lodged with the Australian Securities and Investments Commission (“ASIC”) or ASX Limited (ABN 98 008 624 691) (the “ASX”) and the Notes may

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not be offered for sale, nor may applications for the issue, sale, purchase or subscription of any Notes be invited, in, to or from Australia (including an offer or invitation which is received by a person in Australia) and neither this offering memorandum nor any advertisement or other offering material relating to the Notes may be distributed or published in Australia unless:

i. (A) the aggregate consideration payable by each offeree or invitee for the Notes is at least AU$500,000 (or its equivalent in other currencies) (disregarding moneys lent by the offeror or its associates); or (B) the offer otherwise does not require disclosure to investors in accordance with Parts 6D.2 or 7.9 of the Australian Corporations Act;

ii. the offer or invitation is not made to a person who is a “retail client” within the meaning of section 761G of the Australian Corporations Act;

iii. such action complies with all applicable laws, regulations or directives in Australia; and

iv. such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.

This offering memorandum was prepared for “wholesale clients” only within the meaning of section 761G of the Australian Corporations Act. This offering memorandum is not directed at persons who are “retail clients” as defined in the Australian Corporations Act.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each Initial Purchaser has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Other Relationships

Some of the initial purchasers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. An affiliate of BofA Securities, Inc. is the administrative agent and lender under our 2021 BofA Real Estate Credit Agreement, the administrative agent, lender, revolving swing line lender, new vehicle floor plan swing line lender, used vehicle floorplan swingline lender and an L/C issuer under our 2019 Senior Credit Facility, an administrative agent and lender under our New Real Estate Facility and a lender under our 2013 BofA Real Estate Facility and 2018 BofA Real Estate Facility and receives customary fees and payment of interest in connection therewith. Additionally, certain other of the initial purchasers and/or their affiliates may be lenders under the New Real Estate Facility. In addition, an affiliate of Wells Fargo Securities, LLC is a lender under our 2015 Wells Fargo Master Loan Facility and our 2018 Wells Fargo Master Loan Facility. In addition, affiliates of J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are lenders and co-syndication agents under our 2019 Senior Credit Facility. Additionally, the initial purchasers or their affiliates have committed to provide bridge debt financing for the LHM Acquisition, consisting of the HY Bridge Facility and the 364-Bridge Facility, to the Company or their affiliates under certain circumstances in the event the offering is not consummated, for which they will be paid customary fees. See “Description of Other Indebtedness⸺Bridge Commitment Letter.” Additionally, J.P. Morgan Securities LLC acted as a financial advisor to the LHM Business in connection with the LHM Acquisition. In addition, U.S. Bancorp Investments, Inc., one of the initial purchasers, is an affiliate of the Trustee.

In addition, in the ordinary course of their business activities, the initial purchasers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. Certain of the initial purchasers or their affiliates that have a lending relationship with us routinely hedge, and other initial purchasers and/or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such initial purchasers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the Notes offered hereby. Any such short positions could adversely affect future trading prices of the Notes offered hereby. The initial purchasers and their affiliates may also make investment recommendations and/or publish or

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express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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LEGAL MATTERS

The validity of the Notes will be passed upon for us by Jones Day, Atlanta, Georgia. Certain legal matters will be passed upon for the initial purchasers by Latham & Watkins LLP, New York, New York.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year-ended December 31, 2020, and the effectiveness of our internal control over financial reporting as of December 31, 2020, as set forth in their reports, which are incorporated by reference in this offering memorandum.

INDEPENDENT AUDITORS

The audited financial statements of the Larry H. Miller Dealerships and the Larry H. Miller Automotive Real Estate Properties, respectively, as of December 31, 2020 and December 31, 2019, and for the years ended December 31, 2020, and December 31, 2019 incorporated by reference into this offering memorandum have been audited by KPMG LLP, independent certified public accountants of Larry H. Miller Dealerships and the Larry H. Miller Automotive Real Estate Properties, respectively, as stated in their reports incorporated by reference.

The audited financial statements of the TCA Entities and their subsidiaries as of December 31, 2020 and December 31, 2019, and for the years ended December 31, 2020 and December 31, 2019 incorporated by reference into this offering memorandum have been audited by Larson & Company PC, independent certified public accountants of the TCA Entities and their subsidiaries, as stated in their report incorporated by reference herein.

INCORPORATION BY REFERENCE We incorporate by reference the documents listed below and any future documents that we file with the SEC under Sections

13(a), 13(c), 14 or 15(d) of the Exchange Act, until we have sold all of the notes to which this offering memorandum relates. Any statement in a document incorporated by reference is an important part of this offering memorandum. We do not, however, incorporate by reference in this offering memorandum any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our current reports on Form 8-K after the date of this offering memorandum unless, and except to the extent, specified herein or in such current reports.

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 Form 10-K”), filed on March 1, 2021;

• the portions of our proxy statement for our 2021 annual meeting of shareholders incorporated by reference into the

2020 Form 10-K, which proxy statement was filed on March 12, 2021; • our Quarterly Reports on Form 10-Q filed on April 27, 2021, July 28, 2021 and October 26, 2021; and • our Current Reports on Form 8-K filed on January 28, 2021, February 1, 2021, April 23, 2021, May 20, 2021, June 28,

2021, July 6, 2021, September 29, 2021 (Item 1.01 only) and November 1, 2021 (including items furnished under Item 7.01).

Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this offering memorandum to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified will not be deemed to constitute a part of this offering memorandum, except as so modified, and any statement so superseded will not be deemed to constitute a part of this offering memorandum.

The information related to us contained in this offering memorandum should be read together with the information contained in the documents incorporated by reference. We will provide without charge to each person to whom a copy of this offering memorandum is delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated into this offering memorandum by reference, other than exhibits to those documents unless the exhibits are specifically incorporated by reference into those documents.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We are currently subject to the informational requirements of the Exchange Act and therefore file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials that we have filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

The SEC also maintains an Internet website at http://www.sec.gov that contains periodic reports, proxy and information statements, and other information about registrants that file electronically with the SEC, including us. Statements made in, or included in, this offering memorandum concerning the provisions of any contract, agreement, indenture or other document are not necessarily complete. With respect to each such statement concerning a contract, agreement, indenture or other document filed with the SEC, reference is made to such filing for a more complete description of the matter involved, and each such statement is qualified in its entirety by such reference.

Documents filed with the SEC prior to the date of the offering memorandum are not incorporated by reference in this offering memorandum. Documents that are filed with the SEC on or after the date of this offering memorandum and until the completion of the offering of the Notes will not be incorporated by reference in this offering memorandum unless such filing expressly states that such document is incorporated by reference herein. Any statement contained herein will be deemed modified or superseded to the extent that a statement contained in any subsequently filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement contained herein. Any statement so modified will not be deemed to constitute a part of this offering memorandum, except as so modified, and any statement so superseded will not be deemed to constitute a part of this offering memorandum.

$1,500,000,000

Asbury Automotive Group, Inc. $ % Senior Notes due 2029

$ % Senior Notes due 2032

OFFERING MEMORANDUM

BofA Securities

J.P. Morgan

Wells Fargo Securities

US Bancorp

Comerica Securities

Santander , 2021